SOE Alterverse: Fringe
by Archdruid-Sephiroth
Summary: Marvel X-Over: After the events of Duality, Ritsuko tries to combat the world's energy crisis, but an accident turns her into a monster. As she struggles with her lost humanity, she becomes a super-villain, but perhaps one day, she'll become the world's saving grace. Rated M for Violence, Language and Adult Themes. Shoujo-ai warning (Ritsuko x Maya), non-explicit.
1. Humanity Lost, Part I

Ritsuko Akagi's eyes opened slowly. The smell of burnt plastic, clothing and other less palatable things drifted around her. The swirls of dust and debris in the air turned lazy circles. A slight glow could be seen in the right side of her peripheral vision.

_'Why am I alive?' _she thought to herself. The experiment had detonated violently, she should be dead. The shrapnel from the destruction of the reactor should have torn her body to shreds. Yet here she was, mostly unscathed at first glance.

Carefully, she tried to sit up only to realize she was being weighed down by something unseen. She took notice of her condition and saw her clothes were mostly burned away. A few scraps were draped over her chest, keeping her ample bosom covered if only barely. Though her skirt was mostly burned away, her panties survived surprisingly well, if slightly sooty. For the most part, her modesty was intact, not that it mattered. She was alone down here.

It was an instillation outside of Tokyo-3, one that was part of NERV's external resources much like the Matsushiro facility was during the Angel Wars over 6 years ago. It was considered a part of "Ex-Res Section 3C", the internal code name for External Resources which covered everything outside of the Geofront proper. She had been using it to test a new reactor model, but the experiment required something special. It was a device she created to help her adjust the system safely. It wasn't responding to her commands either, so it must have lost power in the explosion.

_'I'm in big trouble if I can't get this thing off of me,' _she thought to herself as she looked for the emergency releases for the harness. _'This thing weighs quite a few kilos, so I am not going anywhere with it attached still."_

She reached up to her chest where part of the harness was and realized it was partially sunken into her own flesh.

"What the," she whispered aloud as she tried to feel for the releases. It was as if the harness had fused itself to her chest.

"Oh no, the nanites!" she whispered. She remembered the intricate connections to her body needed to control the specialized rig required a direct neuro-interface. The nanites were meant to help preserve her nerves since cybernetic connections like this were intrusive and tended to cause nervous system damage if precautions were not taken.

_'This is gonna hurt like all hell,' _she thought to herself. Many of the connections the rig used were inserted directly into her spinal column. Her fingers touched the skin near the edges of the sectioned harness and instantly drew away. The skin and flesh were sore, and it felt like the harness was buried in that flesh.

The harness consisted of sectioned metal that linked like a flat chain. It ran under her breasts along the rib there to her sternum. Another set of metal followed the rib a few bones below that and a third set followed the bottom edge of her rib cage. A contoured metal plate connected the six chain-like bands at her sternum to provide complete stability, and these bands were also connected to the important part of the unit... an external artificial spine. This device connected to her spinal column via a series of electrodes that inserted into her spine along the entire length from the base of her neck down to her tailbone. The spine was relatively flat but protruded enough to give her profile a scary look while she had it equipped.

The fact that the harness was buried part way into her flesh confused her until she realized in a deep breath that it was fused directly to her ribcage.

"Oh, Kami, no," she whispered as she realized what that meant. The artificial spine was also fused to her then, and the electrodes must have either killed her nerve endings or permanently fused with her central nervous system. She tried to move her legs and she was able to, though she felt sore.

"The nanites must be confusing the harness as a part of me," she sad to herself. "I have to get the colony removed. Then I might be able to do something about the harness... If I could just get up."

She tried again, but the equipment connected to the harness weighed her down too much. Realizing she was dead if she didn't get moving she tried again and again. She strained against the extreme weight of the harness but she couldn't even so much as budge at all.

"Damn it!" she cried out. "I... want... up... NOW!"

Suddenly she cried in pain as the feeling of an electrical spark went off in her head. She interpreted the feeling as what a circuit must feel like when it closes. The rubble beneath her began to move, and before she could question what was happening now, an explosion of debris happened close to her off to the right causing her to shield her face.

The burst of dust cleared quickly, revealing a tendril of metal formed from a series of 'rings' spaced slightly with more mechanical workings beneath. The individual rings had three convex indentations on them, giving the impression of spinal bones. The end of the tendril bore a three-pronged claw that was jointed three times on each prong. The inside created by the point the prongs connected to was shaped like a triangle that had its corners snipped off. There were lights inside the claw at the effective sides of the triangle, and a hole or aperture in the very center that could not have been more than eight centimeters wide. The opened claw seemed close to three-quarters of a meter in width.

Ritsuko watched the fully opened claw as it slammed down on the floor nearby with a metallic bang, forming a flat and stable stand. To her left another of these complex tendrils tore from the ground and also flattened and impacted the floor. The tendrils themselves led under the debris to an unseen location, but Ritsuko knew what the other end was connected to.

She felt and saw herself lifting off the ground as two more heavy metal tendrils raised up from the debris. They tried to set her on her feet, but her legs were still too weak from the accident and the shock of what has happened to her to support her weight, so they let her down to her knees instead. She fell forward onto her hands as the reality of what happened to her started to sink in.

The nanites were so confused, that the entire rig was thought to be part of her body, and effectively 'repaired' her. The spark was the control system reconnecting to her brain, and her brain rewiring itself to accommodate the four extra limbs.

She looked to the left and saw the claw of one of her tendrils come up to her side, almost as if it was looking at her. Another spark was felt but this was far less jolting. In her mind, she saw herself, ragged and worn, kneeling on the floor and she realized she somehow changed her perspective to the claw. The tendril lifted up allowing her to view the damage to her back. The artificial spine was sunk into her body and fused with the bones of her spine, but the metal was still visible. The connection points between the tendrils and the spine was also sunken into her back slightly. The entire rig was a part of her now, stabilized and one.

"And now," she whispered, "I truly am a freak."

Part of her vision blurred as she shifted her perspective back to her own eyes, tears hit the ground below her as she stayed on her hands and knees. Crushing despair washed over her as she realized how much of her own humanity she had lost, and in her anguish sat back on her legs and screamed. The tendrils pointed skyward as they appeared to scream with her...

* * *

**Archdruid Sephiroth Presents**

**The Second Chapter of the ****SOE:Alterverse**** Saga**

"**Fringe"**

* * *

It's been just over six years since Third Impact, but roughly 99 percent of the human race doesn't even know it happened, and those that do refer to it as the "Day That Never Was". The people who knew of it included high members of the world's governments who now worked tirelessly to ensure that the mistakes that led to Third Impact are never repeated.

NERV had been reestablished as a peacekeeping organization and the new EVAs have more in common with basic science fiction mechs than the original bio-mechanical behemoth versions. Despite that, NERV has already had to flex its new muscles and prove itself to still be a dominate force on the battlefield.

Under the leadership of Supreme Commander Misato Katsuragi, NERV launched its first campaign into Canada to stop Alexander Cartigan from overtaking the entire North American continent. In the past year, most of their operations ran from the Soviet border of China all the way to the Red Sea. These operations were designed to stop a major rebellion in China as an Imperialistic regime attempted to unite all of Asia against the rest of the world. With NERV's intervention, they failed.

But NERV has had its own set of tragedies. An alien symbiote, enhanced by Doctor Akagi infected Rei Ayanami and temporarily turned her into the monster first known as The Bloodletter and then as Venom. A second symbiote, derived from the first, infected Asuka and had turned her into the mass murderer Carnage. After a climactic battle between the symbiotes, Asuka was captured and now resides in a prison in Germany. Rei, on the other hand, was apparently freed from her symbiote and has since married her beloved Shinji and given him a daughter named Eve.

Over the course of those events, Shinji was given a special mutagen to save his life. And this changed him into the hero Tokyo-3 has come to know as Spiderman. When he wasn't busy with sorties in China or being a family man, he stopped petty crime in Tokyo-3 to keep his skills sharp in case they would be needed one day.

Ritsuko, for her part, never gave up on science. Her studies into world events over the past year after the Symbiote War led her to one inescapable conclusion. The reason so many countries were at each other's throats was because of the lack of energy sources on the planet. Oil was almost gone, nuclear was thought to be too risky. And most other alternative sources of power as they were simply were not enough to meet the demands. And so she became obsessed with the idea of finding a new energy source: one that was safe, efficient, and plentiful. Now, 14 months after Asuka was captured, she found her answer... but it was one that was destined to change her entire life, perhaps for the worst...

* * *

**I: Humanity Lost, Part I**

* * *

**48 Hours Ago**

* * *

The conference room felt stifling to its occupants as Ritsuko finished her briefing on what she was proposing for her latest project. Though she explained everything thoroughly, it still sounded like a bunch of hogwash to all of the members in attendance.

"The idea is sound," Ritsuko explained. "We know that Trithic-Azurite, Trithic-Rubicite, and Trithic-Diamondite all produce a one second energy field when the crystal itself is in motion. We also know these energy fields interact. It should be no issue to create a three-axis rotation device to maximize the area of the field and produce the maximum energy results."

"Forgive me for interrupting," Misato began, her position at the far end of the conference table gave her the best view of the diagrams that Ritsuko had drawn up. "But doesn't this sound a bit like fringe science?"

"I'm sure they said the same thing when radar was proposed," Ritsuko replied. "The theories on the three Trithic Elements have been proven but no one has put together these calculations before."

"But they are just theories, right?" Maya asked. "Sempai, I don't want to sound like a naysayer, but the supplies of these resources are minimal at best. None of the elements are native to Earth and all of them are under the control of Fisk Enterprises. They'll charge an arm and a leg easily for even a small sample of the materials. Just trying to prove your theories could potentially break the bank. NERV doesn't have the resources at its disposal that it used to."

"The math proves the theories, Maya," she replied. "At this stage, I just have to refine a reactor design that provides a safe and effective means of extracting the energy."

"And therein lies the problem," came the heavily accented voice of Doctor Curt Connors. He was American by birth, and so something of an outsider to NERV. But his skills in the arena of biology were more than a match for Doctor Akagi, who had moved away from biology and into engineering later in her life. His dirty blonde hair and blue eyes set him apart from the other members of the room, as did the fact that he was missing most of his right arm, the result of an incident he would rather not discuss.

"Your designs could never take into account the massive energy release from the three elements because there is no metal on the planet that is adequate for that kind of energy release," Doctor Connors explained. "The entire system would overload with even the smallest amounts of the three elements. And only with the three elements can you produce enough power to be viable. It simply won't work."

"I tell it you, it _will_ work!" Ritsuko said with a passion Misato never knew she had. "I wouldn't even need a lot of the material to start researching the proper metals for energy extraction. One gram of each crystal would be sufficient to get started."

"At that amount, you could easily level a building or even a city block if something goes wrong."

Ritsuko was getting more upset by the moment. She wasn't about to let some American scientist tell her off like that.

"You're a bit of an alarmist, aren't you Doctor Connors? Did it not occur to you that I'd taken those calculations into account?"

"It occurred to me," he replied undaunted. "And if I come off as an alarmist, it's with good reason. An experiment like this can very easily escalate beyond your calculations. It's far too dangerous."

"I'm afraid I have to side with Doctor Connors on this," Misato replied much to Ritsuko's dismay. "I'm sorry, Rits, I can't approve of this experiment. Not only is it not in the budget, but the risk of disaster is way too high."

"I see," Ritsuko replied.

"Meeting is adjourned." The other, silent members of the meeting left but Ritsuko and Misato remained behind. "I know how much this means to you–"

"No, I don't think you do," Ritsuko interrupted. "I've come to realize that 99 percent of the world's conflicts, if not more, are due to the energy shortage. If we can come up with a cheap and viable alternative, we could usher in a new age for mankind! Now, my reactor may not be the answer to that great equation, but if we don't put it into practice we'll never know for sure!"

Misato sighed. "You always were a freak, Rits," Misato began. "But to get obsessed over this? Where the hell do you get off acting like a saint?"

Ritsuko looked shocked at Misato.

"After creating a symbiote organism that damn near threw the entire city of Tokyo-3 into chaos, you have the gall to come to us with this? You want to blow up the city now, is that it?"

The doctor could say nothing. She simply watched as she stood up with both of her hands on the table top. It was another gesture that reminded her far too much of a certain former Supreme Commander.

"Drop this at once, Doctor," Misato ordered. "I need you to focus on your duties here. Remember that your release from prison a year ago was contingent upon your cooperation."

"So now you're going to rub that in my face?" Ritsuko questioned.

"You've left me no alternative," Misato explained with finality. "Abandon this pipe-dream and get back to work improving the Evangelions."

"Fine," Ritsuko replied shortly, as she put her materials away.

Misato left the room without another word. It was only after the door closed that Ritsuko allowed herself to exhale. It took all of her willpower to keep from crying.

* * *

**24 Hours Ago**

* * *

Ritsuko just couldn't abandon her dream. She decided instead that she would try her best to get the reactor up and running on her own. She was able to jury rig most of the components she needed, but she still required the most important part of the reactor itself. For that, she went to the Fisk Enterprises building in Kyoto. She was surprised when not only was the CEO of the company there, but he was willing to meet with her.

"I'm honored that you decided to meet with me directly," Ritsuko said upon entering the man's office.

"I assure you," Wilson Fisk began. "The honor is all mine. Please sit down." Ritsuko sat in the chair offered. "So, tell me, what does the head of NERV's Project-E want with 3 grams of very rare crystal?"

To Ritsuko, this man was intimidating, regardless of just how open and friendly he tried to be. He was American by birth, but had a reputation in Japan for being extremely successful at squeezing profit from dying businesses. He stood well over six feet tall was was quite beefy for even his size. But Ritsuko could plainly see he wasn't necessarily fat, but rather dense in frame, like a sumo wrestler but compact. He wore a white business jacket over a dark tan vest and button up. His pants were black as were his shoes. Sitting next to the desk was a singular cane topped with a large crystal with a flat top that almost looked like it could be a diamond. If it was, it was the biggest diamond she had ever seen. The only other thing that stood out about Fisk was the fact that he looked as if he had gone bald many years ago. Not a single strand of hair could be found on his head.

"I have an experiment I want to attempt that requires the elements," she explained. "Unfortunately, I wasn't able to secure funding from NERV directly for the experiment."

"I see," he replied, rubbing his generous chin. "The elements you require are quite expensive, but I am willing to part with a 1-gram sample of each for, say, ten-thousand US dollars?"

Ritsuko was surprised, she expected this to end without success but the amount she saved up would cover that and still leave a little left in case she needed something else. She began to think this was fated.

"I can do that," she replied. "Thank you so much!"

"Now, now," Wilson Fisk began. "Don't mention it. I, of course, would like to hear how well the experiment worked out. I may be willing to invest in future experiments more directly."

Ritsuko paused at that comment. While she wanted to keep the technology out of corporate hands, if NERV wouldn't cooperate with her then she might not have a choice in the matter. "I will surely give it some thought, Mister Fisk."

"Good, good. Let me not keep you. I'll have my accountant come in and handle the funds transfer and you can leave with the material in hand shortly."

"You have it here?" she asked curiously.

"I keep some samples of the material here in case they're needed. Lucky for you, they happen to be 1-gram samples of all three of the elements."

Ritsuko's theory that fate was intervening on her behalf started to seem more likely by the minute.

* * *

**16 Hours Ago**

* * *

Ritsuko had returned to her laboratory. She placed herself on a speakerphone as she prepared a specialized device on a nearby workbench.

"Material Dispersal," came a voice over the speakerphone. "This is Iauku."

"Hello, Iauku," Ritsuko replied. "Long time, no hear from. How are the kids?"

"Doing well!" he replied. "Thank you for asking, Doctor. So, what I can I for you today?"

"Is it ready yet?" she asked. Ritsuko had something she needed for her reactor experiment and put in the order for it about six months ago. It was a complicated project though, it was approved without issue. Of course, no one knew its real purpose.

"It's ready," he replied. "Though I gotta ask, why do you need a cybernetic rig like this?"

"Now, Iauku, I told you I couldn't discuss that with people outside of Project-E."

"I know. I'm just curious. It seems odd that you'd need something as complex as this, especially with it being non-magnetic and non-conductive."

"I had to take some drastic measures with the design," Ritsuko replied. "That's really all I can say without getting you in trouble with Section-2."

"Understood, Doc," he said. "So, where do you need it?"

"I need you to transfer it to Lab 3C-317."

"That's the one north of the city, right? I'll get right on that for you. And hey, thanks again for the Christmas present for little Nariko. She was thrilled with it!"

"You're quite welcome. We'll talk again." Ritsuko shut the phone down and finished the device she was working on.

It was small, no bigger than a standard die used in a Las Vegas, casino, but inside was a nanite hive.

Cybernetics were tricky things to work with. Constant exposure to the electrodes and nerve induction plates required for proper man-machine interface caused many of these tissues to break down over time and undergo necrosis. Properly tuned nanites were required to repair the tissues at the site of connection to keep the connections together and prevent tissue damage. This was especially true of the specialized rig Ritsuko had designed.

The rig consisted of an external artificial spine that ran from her base of her neck all the way to the last lumbar. In medical terms: it ran from the C3 just below the atlas and axis all the way to the L5 of her spinal column. The device consisted of spinal electrodes that would insert themselves into her spine along all 12 of her thoracic nerve groups, five of the eight cervical nerves and all five lumbar nerves. These were required to control the actual arms of the rig.

Those arms consisted of four relatively massive tentacle-like mechanized arms forged of a metal that was both non-conductive and non-reactive to magnetic forces. Even with these electrodes in place, it took concentration to control the complex systems. Each claw consisted of three individual prongs with three joints each, plus a smaller set of joints at the tips allowing for much more fine and detailed gripping and control, though these weren't always visible. The claws were able to open beyond 90 degrees allowing for an unprecedented range motion.

Each claw also carried a unique utility. One carried a blade with three edges for cutting wires and other basic objects. Another carries an internal tendril with a tiny three prong claw for even more delicate operations. The third carries a cutting and welding torch for emergency repairs, and the last carries a multi-tool designed to emulate most basic tools like socket wrenches or screwdrivers. These utilities are hidden behind an 8cm aperture in the center of each claw.

The individual tentacles were designed of metals that were non-conductive and did not react to magnetic fields to assure they could work inside the magnetic field used to contain the energy and radiation of the reactor. The individual tendrils were formed of an intricate system of rotating servos and extending pistons and shock absorbers. These were protected from direct external forces by a series of metal rings with three convex curves. The completed rings stacked on top of each other but expanded away from each other roughly parallel when the tentacle arm was extended. The entire set up allowed the tentacle to collapse into a three foot segment or expand to a remarkable 15 feet without any loss of power or precision of movement.

Ritsuko was quite proud of the design. It took into account everything she would need to complete the project and allowed her to do so virtually-hands free to protect her from the effects of the energy field that would be created by the reactor itself. Without the ability to work a safe distance away from the reactor, she could be contaminated with deadly theta radiation. Even in small quantities, this form of radiation could kill a healthy human being. The only major weakness of the rig was its reliance on an external power supply and the fact that it weighed in at a hefty 50 kilos (about 110 pounds) which included the power pack that made up about half that weight.

But with this final piece she was completing, everything was in place. She placed the hive inside of an injector gun where it broke itself down into its component parts in a saline solution. Once the computer confirmed the hive was set into transfer mode, she placed the gun just under her sternum and pulled the trigger.

She felt an intense pressure for just a moment as a hundred micro-needles pierced her skin and injected the nanites and the hive components into her bloodstream. Within moments, they found their way into the blood vessels just below her heart and began to push through the vessels' walls into her chest cavity where the hive merged with the arteries there. Within just a minute, it reconstructed itself and began to release more nanites into her bloodstream. These machines would be fed instructions by the hive, and maintained within it when needed. Small contingents of nanites crawled over the hive's surface to protect it from tissue rejection and the body's own immune system while the body got used to having it there.

Ritsuko took her temperature and saw it was only slightly elevated, but only less than a fraction of a degree.

"Good," she whispered. "Everything is in place."

"I certainly hope you're not still feeding that pipe dream of yours," came the voice of Doctor Connors. He just entered the room and looked less than enthused seeing Ritsuko working on something that wasn't Project-E.

"Why do you care?" Ritsuko snapped. "They're my dreams to chase. Didn't you ever have a dream yourself, Doctor?"

"I did," he replied. "I dreamed I was the best field surgeon the US Army ever had. For a time, I lived that dream. But the fact that I'm short an appendage is proof that all dreams come to an end at some point, Doctor Akagi. We didn't tell you your dream was a pipe dream just to discourage you. We told you that because that is exactly what it is. It's far too dangerous."

"Do you think John Glen and the rest of the pioneers of space travel let fear rule them?" she countered. "This is precisely why I expected you to follow my ambition. You're an American too. I expected the same 'can-do' attitude they had. Instead, you're just like all the others. I guess you lost more than your arm in combat."

"Are you calling me a coward?" Doctor Connors asked dangerously. "I know danger when I see it. You are blinded by your ambition and you're letting your desires rule you! You're only going to get yourself killed if you continue to follow this path, Doctor Akagi. I implore you... Abandon this pipe dream and go back to medicine and the EVA's. If you really want to help the world, use the talents that were given to you and stop chasing impossible goals."

"It's not impossible!" she yelled causing Doctor Connors to flinch and look away. "Weapons only cause more death. Medicine is only a bandage over the gaping wound that is our inability to stop killing each other!"

"And you think this reactor, assuming you can get it to work, will solve all the world's problems?"

"Not all of them, no... Just _most_ of them."

Doctor Connors stood motionless for a moment as if thinking before he finally spoke. "I'm going to recommend to the Supreme Commander that you be relieved of your position as head of Project-E and be forced to submit to a full psychiatric evaluation."

Doctor Akagi's eyes narrowed dangerously. "You want my position, is that it?"

"It would take five people as intelligent as me to replace you. Nevertheless, I firmly believe at this point that you are completely unfit for duty."

"You think I'm insane?!"

"I know you are insane, Doctor. A psychiatric evaluation at this stage is a mere formality." He breathed out the rest of the breath he didn't use. "Go home, Doctor. You'll need your rest for the inquiry that is likely awaiting you tomorrow morning." With that, he left.

Ritsuko held her temper until she was sure he was gone. Then she screamed in rage.

"That damned FOOL!" she yelled. "He'll ruin everything!"

Just as she was about to begin lamenting, she heard her phone buzz, telling her she had a text message waiting. She picked up the phone and looked at the message.

"_Rig is on its way. Will be there shortly. Thanks again, Doc. -Iauku"_

Ritsuko suddenly smiled and wiped the tears that where threatening to break free. "This is my chance," she whispered. "Everything is in place and Misato won't find out about Curt's stupid request until tomorrow morning. I still have time to pull this off." She quickly gathered her materials and left NERV.

_'And if I do, they'll finally see the truth for themselves...'_

* * *

**1 Hour Ago**

* * *

It was a Frankenstein machine if any could be called one. In the center of the central reaction chamber was a multi-axis spinning mechanism that held all three of the elements. The central spindle connected all three to the central point. The secondary rotator was connected to this along its central axis and this sat upon a third rotator. They were designed to spin at approximately 6,600 revolutions per minute in all three directions simultaneously.

Ritsuko took off her normal lab shirt and bra and put on a specialized one that kept her entire back open. The bottom had ties the she would need to tie after the rig was installed to keep her decent. She turned back to look at said rig.

The four tentacles were at neutral positions behind the rig, connected via four plates that interlocked at the thoracic section of the artificial spine. The connection point would fall just below her shoulder blades. The long pins of the electrodes currently were out behind the spine and reminded her of porcupine quills. A set of chain like links spayed out in front connected to a plate that would fit over her sternum. That part would link in under her shirt and trace her ribs to provide additional stability.

"_You always were a freak, Rits."_

Misato's words had stung a bit, but she always figured her friendship with the girl had been tenuous since she was released from prison. With this rig in place, she would look pretty freakish, she realized.

"At least it's not permanent," she told herself as she stepped on the platform in front of the stand for the rig. She turned away and the bracing of the stand aligned the machine with her spinal column. She pulled the flat chain supports over her ribs, wincing a bit at the cold metal. Although the underside was a form of polypropylene plastic, most of it was metal and it was a bit cold. Gooseflesh made itself visible as she locked the restraints over her chest. Once it was in place, it automatically adjusted to her breathing.

She reached over and pressed the button confirming she was ready to begin the interface process. The spine pressed against her back from just below her axis vertebra all the way down to the last lumbar, stopping literally just above the top of her posterior. As soon as it lined up, she heard a tone telling her to hold still which she did. With a sharp cry of pain the 44 electrodes inserted themselves into her spinal column, completing the interface circuit. Instantly, the nanites in her body swarmed to her spinal column to begin working on sustaining the nerve clusters and maintaining the connections.

After a moment, she felt a 'pop' in her head and concentrated on controlling the arms. She was able to do so but it took a bit of concentration.

"Ok," she said between breaths. "This is a weird feeling." She took a few more breaths before she turned to the computer. "Alright, begin recording." The system turned on and let out a tone telling her she was being recorded.

"My name is Doctor Ritsuko Akagi. I am head of Project-E at NERV. I have 15 Doctoral degrees in various scientific fields including Genetic Engineering, Molecular Biology, Theoretical Physics, Engineering and Medicine. The experiment you are about to witness may be mankind's first step towards establishing a new reality on planet Earth. Perhaps one day, my research will take us beyond our world and to the stars themselves.

"I've included as part of this video, my research notes regarding what I call the Triphasic Reactor. This reactor system involves utilizing the three Trithic Elements of Trithic-Azurite, Trithic-Rubicite, and Trithic-Diamondite. Though these crystals have yet to be fully termed as 'elements' in the strictest sense, we will refer to them as such for the purposes of this experiment."

Ritsuko turned towards the reactor system and extended her new metal arms into the reaction chamber. Within this chamber were control systems that modified rotational speeds and energy admixtures between the elements. These controls were outside of the main reactor housing but inside of the magnetic shield that needed to be in place to protect her from lethal exposure.

"By now you should have read my notes on the reactor system. In summary, you know that the Trithic Elements produce a minor energy field when they move at a rapid speed. And that overlapping energy fields from the three elements actually serves to exponentially magnify the energy output. This reactor will spin all three elements at speeds exceeding 6,600 revolutions per minute. The expected energy output of 1-gram of each element at that speed should be enough to power a small city. We will be monitoring the energy carefully to ensure there are no overloads.

"If you were wondering why I'm equipped with this complex rig on my back, its purpose is to allow me to conduct changes to the reactor without exposing myself to danger. Needless to say, this is an unrefined prototype of the reactor and thus will be more dangerous than a proper housing would normally be. But the power follows need to be closer to the control valves in order to reduce overall radiation output."

Ritsuko started up the reactor. First, the inner wheel containing all three elements began spinning along the X-Z axis. Then, a moment later, the secondary rotator activated and began to spin the ensemble along the Y-Z axis. Energy levels suddenly spiked but were still too low to be of any use.

"I will now start the final rotational axis which will cause the energy output to increase to usable levels."

Doctor Akagi activated the last rotational axis which began to spin the entire reactor core along the X-Y axis. The glow of the elements increased, throwing off a pattern of alternating red, white, and blue energies across the outer glass surface of the reactor core. Energy levels began to increase to higher and higher levels until the output was close to what Doctor Akagi predicted.

"As you can see," she began triumphantly. "The reactor's energy output is close to my original prediction and is still increasing in power."

Her moment of triumph was ended when an alert came from the computer system. The reactor was starting to overheat, quickly. Ritsuko quickly adjusted the system using the valves and switches within the magnetic field to reduce reactor power. At first, it looked as if it were working. Suddenly, an under-volt error was detected along the main circuit breakers. They had suddenly become fused by the high-temperature problem.

"Damn it," she said. "I must have miscalculated the heat output. The safety systems, such as they are, are now offline. I'm going to attempt to ease the reactor down and power off the system."

A spark from her right made her jump, and her imperfect link to her rig caused one of her claws to suddenly twist to the right instead of left. The X-Y axis rotation speed jumped to over 9,000 RPM's.

"No!" Ritsuko cried out as she tried to adjust it. The magnetic field became imbalanced and a bolt of electrical energy lanced out of the reactor and hit her square in the lower chest, near the injection site where her nanite hive was introduced into her body.

The jolt caused her to lose control over her arms briefly and, in that short amount of time, part of the rotation housing came lose. The three elements shattered under their own energy stress...

… Ritsuko felt the fireball and, for the briefest of moments, wondered if Doctor Connors was right after all...

* * *

**To Be Continued**

* * *

_I built my machine_

_It's a part of me, it's inside of me_

_I'm stuck in this dream_

_It's changing me, I am becoming..._

– _Nine Inch Nails, The Becoming_


	2. Humanity Lost, Part II

**II: Humanity Lost, Part II**

* * *

Inside the laboratory known to NERV as Ex-Res 3C-17, the sounds of machinery sparking could be heard reverberating down the hallway. If one were to approach Room 17, they would immediately notice the sound of sobbing. Getting closer would reveal that the sound was coming from a woman in her thirties.

Ritsuko stayed on her knees and allowed her tears to flow free. She didn't feel human anymore and with very good reason; 50 kilos of metal were sticking out of her back. Her examinations of the battery system revealed that the battery was long since dead. It was now about 20 kilograms of excess weight. One of the tentacle arms swung behind her and switched to its fine grip points. Within a moment, the latches released on the rig and that dead weight fell to the floor behind her with a metallic bang.

Carefully, Ritsuko began to stand, using her lower set of tentacle arms to help prop her up and get her balance back. It was difficult at first but a few moments and some determination later, she managed to get back on her feet again. She felt the rig pull on her ribs when she tried to let the lower set of arms off the ground and decided wisely to leave them there for now.

_'This is harder than I thought,' _she thought as she tried to walk towards the other end of the lab. She quickly realized the damage was likely permanent now and she had no choice but to get used to her new reality. She tried to let her legs carry her weight again and there was now far less stress on her ribcage.

"Well, I'm going back to jail," she said aloud. With a type of surreal realization that between insubordination and the damage she did to the lab, not to mention the misappropriation of NERV equipment, she knew her house arrest at her place of business had been officially broken. "They'll cut off the rig arms and try to remove the rest of the rig surgically. They'll realize they can't, and I'll be a freak for the rest of my life..."

"...Unless..." Ritsuko's mind began to turn over. She looked at one of the arms of the rig, realizing it was moving due to unconscious thoughts of her own. She suddenly desired to use the arm to smash a nearby wall and it responded in kind, as if it were a permanent part of her. The heavy claw smashed though the hardened sheet rock like it was a piece of paper, and it even took out several studs in the wall effortlessly. She tried controlling multiple arms simultaneously, and was able to do so easily.

"I have power now," she said aloud in her revelation. "The rig is one with my mind and body. It's a part of me, no different than any of my other limbs... Only... they're far more powerful. They can do things my mundane limbs cannot."

She used one of the limbs to turn on the light on in the next room as she entered it and immediately wished she hadn't, she covered her eyes with her hands as her tentacle arms flailed a moment, catching ahold of the ground and walls nearby to steady her from the sudden shock.

"My eyes!" she cried. "Why do they hurt so much?!" The claw on her right-upper tentacle rose up and opened. She shifted her perspective to it as the cameras on them could reduce the brightness in the room. She looked around seeing that the lights were no brighter than they should be. Ritsuko then shut the light off and opened her eyes again.

"The explosion must have flash burned my corneas or something, but I shouldn't be able to see at all if that's the case." She tried to work out the extent of the damage to her eyes and realized she could probably fix the problem with a simple pair of sunglasses.

Of course, that also brought to mind the fact that she was a scant few articles of clothing shy of being completely naked, and as such was completely indecent. Of course the thought did occur to her that seeing a half-naked woman with metal tentacles coming out of her back would either horrify onlookers or remind them of hentai manga.

She found another lab coat and used the blade on one of her tentacles to cut vertical slits through the bottom to allow her tentacles to fit though, then slowly made her way out to the entrance. Though this was a NERV building, it didn't advertise itself as such and so had no night time security personnel. The entire facility relied on video surveillance, but Ritsuko noticed that all the cameras had shorted out, likely due to an EMP surge caused by the exploding reactor.

"So why are the tentacles and the nanties still working then?" she asked herself. It didn't make sense to her at all. The tentacles theoretically being non conductive and shielded from radiation and heat could have avoided EMP short outs but the nanite hive should have been affected, unless her flesh somehow shielded it from the blast.

It was something for her to look into later, assuming she remembered to do so. For now, she had more pressing concerns.

Two tentacle claws hit the ground raising her up a few feet as the others reached forward. Though she stumbled a couple of times at first, she quickly found this method of locomotion to be quite rapid and efficient.

About 20 minutes later, she entered the commercial district of Ushida, located on the south bank of the Arakawa river. Ushida was a major district of the capital city of Tokyo back in the days before Second Impact, but now it was a struggling township northeast of Tokyo-3. She quickly located a proper clothing store that was not alarmed and broke in using the utility tools on one of her arms.

Once inside, she looked for articles of clothing she needed; new underwear, new clothing, sunglasses for her eyes, and something to try to hide the arms with when moving around in public. She settled on black pants and found a shirt that tied off at the neck and waist, similar to the shirt she originally had for her experiments. Once these were on, she carefully modified a dark gray trencher with longer slits going up the back to both allow the tentacles to escape and hide them if necessary. Finally, she found a pair of dark round shaped sunglasses. The lenses were connected with a metal frame that only connected along the top edge, leaving most of the lenses without frames.

A pair of black boots that went up to just below her knees finished the shopping trip and she made sure to get several copies of each of these items so that she had spares.

"Well, I'm officially a criminal... breaking and entering, and theft. How low you've fallen, Rits."

Making sure she wasn't seen, she left the building. No one was out on the street tonight and she found herself grateful for that. Using her arms for locomotion again, she stumbled momentarily before she managed to get back into the rhythm.

"I really need to practice this," she complained. "If I fall on my face with over 30 kilos of weight on my back, I'll probably break myself in two."

She knew she couldn't go home without submitting herself to a life as a living freak show, but what now? Live like a criminal?

She propelled herself over the fence of Chiyoda Park, almost falling on the other side as she continued training her mind on how to control tentacle limbs.

"I guess I'm not doing too badly, all things considered," she thought aloud. "Smashing a wall was easier than walking. Well, they do say that destruction is always easier than creation, right?"

_'But is that all I am now?' _she questioned herself. _'Am I just an instrument of destruction?'_

Eventually, her exploits from just trying to survive will make front page news. The cops would come after her. But she felt confident that by the time that happened, she would be able to deal with them on their own terms with her new abilities. Eventually, the JSSDF would be called in and she could go out in a blaze of glory. But that was still just one senario. Most of the other possibilities looked just as bleak...

"No," she whispered. "There has to be a way to fix this!"

She finally settled down on a hill decline near the lake in the center of the park. She sat down using two of her tentacles to anchor her in place just in case she slipped.

"Face it, Ritsuko, you're fucked. Eventually, you'll be dead one way or another, and you'll never see your goals come to fruition. Mankind will destroy itself and never even see the future that would have awaited them..."

As sardonic as her voice was, she still felt hopeful. "But... I could still salvage my name if I can just finish the reactor... But I can't do it with substandard parts... I need good quality equipment, I know that now." She pondered for a moment as she left the park and started walking on her tentacle arms again, now with fewer signs of her earlier awkwardness. "But where do I get the equipment? NERV is too heavily guarded and not many industrial sites have this type of equipment readily available."

She stopped and looked to her left upon reaching Chiyoda Avenue, seeing a computer store there. Five minutes later, she had a laptop. Using her hacking skills, she managed to forge an internet connection and started searching for companies that had what she was looking for.

The only one that came close was Fisk Enterprises...

"Well, there goes that potential business relationship," she said sadly. "Probably for the best though. I can't let the reactor fall into the hands of a corporation. They'd simply misuse the technology."

Consequently, Fisk was also the only man on the planet that had access to the elements themselves.

"At least I only have to piss off one person."

* * *

At the apex of another swing, Spiderman spun through the air with the greatest of ease. He bounced off of a rooftop and dove nearly straight down before launching another web-line and boosting his speed to nearly 100 miles an hour. It was the kind of rush he lived for nowadays.

"Major Ikari," came a voice over his mask's built-in com-link.

"Really?" he asked with obvious disappointment. "Just when I was finally starting to enjoy the slowness." In mid-swing he hit the communications device by tapping the speaker in his ear. "Go ahead," he said in the same tone.

"We just got word that the security systems at Ex-Res 3C went offline. It happened about two hours ago."

"Are you kidding me?" he nearly shouted. "I should have been told two hours ago! What'd the operator do, go out for a candlelight dinner without his cellphone?!"

"Sorry, sir," the voice apologized. "Can you check it out?"

"Yeah, on my way."

Spiderman quickly changed directions, heading north instead of east. He figured at this rate he could make the lab in about ten minutes.

* * *

Upon arrival, he realized that something major had happened here. The lab was a mess. It looked like an explosion took out a few of the main rooms. He carefully picked his way though, looking for injured scientists or any dead bodies. He found neither.

"The hell happened here?" he asked himself as he continued to pick through the wreckage. Finally he reached what was once the reactor room where Ritsuko was conducting her experiment. The computer was fragged and everything looked like it had been though a warzone. As he continued to sift he came across something that nearly made him freeze.

"Oh, Kami, no," he whispered as he picked up a scrap of a lab coat that had part of a NERV ID card on it. All that was left of the name was " AGI, RITSU".

"Doctor Akagi," he whispered sadly. There was dried blood on the floor and lots of scraps of burned and charred clothing, but no other signs of a body. Was she blown to atoms? He had heard that Ritsuko had recently been catching flak for an experiment she had been working on. Shinji himself was studying Physics at Tokyo-3 University and knew at least a few things about the Trithic Elements she was proposing to use for her reactor.

But if she had been disintegrated by a massive burst of radiation, there should still be something left of her. Not to mention with the half-life on that particular form of radiation and it still not being over a day old, so he should have felt the effects of it by now.

He gathered what evidence he could and began the long trip back to NERV Central. Commander Katsuragi was not going to be pleased to hear her friend is either dead or missing and likely dying somewhere.

* * *

A few hours later, Ritsuko settled herself back to her feet in front of an abandoned laboratory located a few miles northwest of Kyoto. The area was very dark due to the lab being isolated from the city proper and higher in the mountains. Using her tentacle arms, she pried the old doors open and cut past the vegetation that had grown over them. Inside, the building was still intact. There were no obvious cracks in the concrete and the computers were still plugged in.

First, she checked the power system. The building apparently ran on geothermal power, which meant it was off the grid, which was good for her. She then tried starting up the computers only to find that most of them no longer functioned, and most of them were using an outdated Oracle-based Database system meaning most of the computers were simply dumb terminals anyway.

"Damn," she whispered in annoyance. "I have a lot of work to do." She immediately put down her laptop and clothing, and began to take stock in exactly what she needed. Then she left for the city of Nagano.

* * *

Shinji removed his Spiderman mask when he returned to NERV. He took some time to try to locate Ritsuko, but there was no sign of her at all in the area. He entered the Commander's office and approached her desk. Shinji noted that she kept it pretty dark lately. Somewhat reminiscent of the way the office was kept when his father was still alive. He shivered at the implications.

"Shinji-kun," Misato said in a low voice. "What happened?"

Shinji placed the remains of the lab coat and ID badge on the desk. Misato's heart instantly sank into the pit of her stomach.

"Oh no," she whispered as she stood up and picked up what was left of the ID card.

"I guess she couldn't take no for an answer," Shinji explained. "There were signs in what was left of Lab 17 in that building that she had tried to build the reactor. The parts seemed to be substandard, and I have no idea how she could have even gotten her hands on the elements."

"Rits... you idiot," Misato whispered sadly as she held the card to her chest. A tear broke from her right eye and raced down her cheek.

"There was no sign of a body, just a little blood. My searches of the area yielded no positive results."

"So... she's dead then," Misato concluded. She looked up in time to see that her office door had opened and Major Ibuki was standing there. A look of shock came over her face as she recognized the remains of the card and lab coat.

"No," Maya whispered as tears suddenly broke from her eyes.

"Maya, I – " Misato cut herself off as Maya quickly ran from the room.

"I'll go to her," Shinji said instantly and ran out of the office after Maya.

He managed to catch her before she got to the elevator and grabbed ahold of her from behind. She instantly went hysterical, crying and fighting off Shinji's embrace for a moment before all will to fight drained from her. She cried out in anguish as she instantly felt she had lost everything that mattered in her life. A crushing despair passed over her like a wave and, in an instant, her strength failed. She collapsed, and Shinji dropped down with her to his knees, continuing to hold the smaller girl in his arms. She cried out, screaming "No!" between tears that wouldn't stop flowing.

Misato heard the sound, even in her cavernous office and her heart broke for the young woman. Even she felt like she just died a little on the inside. But something stirred within her and her tears instantly stopped.

"Damned foolish woman," she nearly hissed as she slammed her hands down on her desk. "She'll be very difficult to replace."

* * *

Dai'Tech was a major computer parts distribute that took control over most of the market since Second Impact. As such, their main warehouse in Nagano was fully stocked with some of the greatest computer innovations since the invention of the vacuum tube. Crystalline LEDs, super-efficient SHDRAM Modules (Super High Density Random Access Memory), Quantum CPU's, just about any high end computer hardware component that could be accessed in this new world could be found in this singular warehouse.

It was business as usual when a worker noticed someone who didn't belong. A woman wearing dark clothing, a dark gray trencher, and dark round sunglasses was perusing the warehouse like it was a mini-mart. The back of her trencher looked like it was puffed out as if she either had a spinal defect or was hiding some kind of backpack under it.

Within minutes, several security guards approached her.

"Something we can help you with, ma'am?" one of them asked, looking for an ID card on her coat.

"No," she said sharply. "I'm just browsing, thank you."

"You're trespassing. I 'm going to have to ask you to leave."

Ritsuko took note of the locations of the four security guards and tensed her back muscles slightly to get herself ready for what promised to be a short confrontation.

"I'm sorry, I can't do that," she explained. "You see. I need these parts to forward the progress of humanity about a century or so. If you don't mind, I need to get on that."

Realizing they were dealing with a crazy woman, they decided to move in. Despite how fast they reacted, Ritsuko was much faster than they were. The flaps on the back of her trencher flew out as all four tentacles launched at the guards with their claws opened. Before the guards could even react to such a scary situation, they were all grabbed and thrown away. The claws threw them two at a time to counterbalance the weight and prevent Ritsuko from falling over.

"I'm getting better at this," she whispered as she looked up and noticed what it was she was looking for. A box containing a compact supercomputer with all the trimmings she could ever want was on the top shelf about 18 feet off the ground. Her lower two tentacles slammed into the ground and raised her up about 9 feet allowing the upper tentacles to easily reach the heavy box. They gripped it on either side and brought it down in front of Ritsuko as she was lowered at the same time. Ritsuko had her hands on her coat pockets as one of her tentacle claws extended the cutting blade and split open the top of the box, allowing her to see the merchandise for herself.

"Perfect," she whispered. "This will be the centerpiece for the new system."

"Freeze!" yelled another guard. Ritsuko turned towards the man seeing he had his handgun out. One claw grabbed the box from the top as she began to approach him.

"You're in the way," she said with anger in her voice. "So far, I've been civil. Don't make this ugly."

He opened fire. Ritsuko watched as the bullets seemed to slow down as they approached, and she responded with the other three tentacles which were bulletproof by nature of their very design. The guard watched in shock as the tentacles moved impossibly fast, blocking his shots effortlessly.

"You were warned," she hissed and then launched two tentacles at the man while balancing herself on her third. The fourth still clutched the box protectively. The man tried to shoot the tentacles with his last remaining shots but failed to do any damage at all. One grabbed him around his head and the other grabbed his lower body. They picked him up and slammed him into the ground, knocking him unconscious. She then hung him by the back of his uniform on the top rack of the shelving.

Using three of her tentacle arms to move and one to hold the item she wanted she escaped the facility via the roof. The heavy claws easily gripped the steel racking and the walls when she was high enough off the ground. Though other guards took more shots at her, they were inaccurate and failed to hit anything of importance. Within minutes, she was gone, long before the authorities showed up on scene.

* * *

Doctor Connors was not pleased to learn of the events of the previous night. It's now been just over a day since Ritsuko apparently died.

"I don't have all of the qualifications," he protested. "I can't take over Project-E."

"I'm afraid I have little choice," Commander Katsuragi replied. "Doctor Amano may be convinced to come out of retirement, and he knows more about the units than any other living person right now. But he can't do it alone. You can learn the biological components of the EVA's faster than anyone else on the planet. I need you."

Doctor Connors, being a relative newcomer to NERV, never saw what the Commander's office looked like when she took over initially more than five years ago. Therefore he wouldn't have any idea that the office seemed to be changing back to its configuration prior to the end of the Angel Wars. Only the Sephirotic System was missing from the ceiling to make it authentic Posh Gendo. Despite not knowing any of these things, he felt as if she seemed out of place in such a dark and cavernous office.

"I am at your disposal, of course," said the one-armed doctor. "I'll do my best."

"That is all I ask," she clarified. She folded her hands. "Now that Akagi is dead, I have few assets I can bring to bear in this situation, but I'm confident you can do the job well enough. Additional personnel will be provided to you soon."

"Very well, I better get down to the lab and get started," Curt sighed. "I wanted to come to you sooner about Ritsuko's insistence on continuing this experiment but everyone who was in the loop about it was unavailable. I really didn't think she would go through with it that night."

"Don't blame yourself, Doctor. I doubt even getting her pulled from Project-E would have stopped her. She's proven herself already to be brilliant but obsessive. You should have seen her mother."

Doctor Connors snorted at that.

* * *

Ritsuko completed setting up the computer and began programming the system with her own applications and data sets. She put a cigarette in her mouth and kept typing as one of her claws came close with a lit match in its precision claw. Without stopping Ritsuko lit the cigarette and took a puff. She pulled it out of her mouth and blew out the match, looking over her work thus far as the claw got rid of the charred remains of wood and phosphorous.

"Having to reconstruct my research from scratch is proving to be very tedious," she said aloud. "At least I have the list of materials I'll need to get myself back on track."

She did a search for Fisk Enterprises, and came across an article on Wilson Fisk.

FISK QUESTIONED FOR DIET MEMBER'S DISAPPEARENCE

"That doesn't make any sense. Why would Wilson Fisk be involved in something like that?" She began to dig deeper and came across more information about alleged illegal activities. Another name was found amongst all of the information she saw on the website.

"Kingpin," she said softly. "So, Fisk is not just a legitimate business man... He's a modern day Keyser Sӧze."

She wasn't sure if she was on the right track, but she was able to make a few assumptions at this point. Fisk just so happened to have 1-gram samples of the three elements at his corporate office in Tokyo-3. He was willing to further the experiments personally if she would let him in, and he was willing to see her directly that day, when getting an appointment with the CEO of a company was normally a much more difficult matter.

"He knew what I was working on," she whispered. "He knew I would have to come to him. He planned this from the beginning, he had to have. There are too many coincidences here. And being so desperate to finish the reactor, I didn't see it when I should have. Damn! How could I have not seen this?!"

Kingpin would stand to make countless billions of dollars with Triphasic Technology. Being the sole provider of the elements for most powerful and efficient energy source ever created would make him the de facto ruler of the entire world.

"Oh, I don't think so, Fisk. I'm going to complete the technology, but I don't need your help to do it. Just your assets... and now I have the power to get them."

The claws of her tentacle arms seemed to egg her on as she began to roll over plans. She stood up and walked towards the door, grabbing her sunglasses on the way.

"I'll take the components from you, one by one, and build the reactor myself. And then I will control the most powerful piece of technology on the planet. With it, I can usher in a new age for mankind, one without petty violence and meaningless struggles. I will save this world... or destroy it trying."

* * *

Maya stayed home that day. She tried to go in to work but she just couldn't find the energy or the motivation to do so. Everything she did seemed meaningless. She tried to eat, but pushed her food away. She tried to watch TV but it brought her neither joy nor comfort. Finally she resigned herself to lying in bed and crying.

Over the last year since the Symbiote incident, Ritsuko and Maya had moved in together. Everything in the room was theirs, including Ritsuko's three cats. She cuddled with Miku, Ritsuko's favorite kitty who had seemed to be lamenting just as much as she was over the loss of their loved one.

"Sempai wouldn't want to see me like this," she whispered to the oddly sea foam green kitty. "But I can't help it. I can't live without her." She sobbed silently as Miku seemed to try to be of comfort to her.

A few hours later, she managed to get out of bed and try to make lunch. She was slicing a tomato when she accidentally cut her finger. The acid from the tomato juice made the cut hurt more and she nearly dropped the knife. She sucked on the wounded finger on her left hand for a moment before removing it from her mouth and looking at it. She watched the blood trickle down her finger and a thought suddenly occurred to her.

_'Why should I live without her?'_

She turned the knife in her hand and brought it close to her wrist, the blade parallel to it.

_'Down the block, not cross the street right? I mean, I want to make sure there's no chance they can save me... I want to die, don't I?'_

She placed the blade against the skin. She felt the blood pulsing though the vein there as the cold steel touched it, and it seemed to egg her on. She closed her eyes and gathered her courage, but just as she was about to pull the blade down her arm...

_Meow?_

Maya opened her eyes and looked down to where the sound came from as her heart felt like it fell from her chest. Miku was sitting there with her tail swinging looking curiously at Maya as if to say, 'Excuse me, but what are you doing?'

_'I can't...'_

The knife fell to the counter and Maya herself fell to her knees. Tears came uncontrollably as she sobbed silently. Her arms trembled as she picked up the small cat and hugged it to her chest. The purring it issued comforted her somewhat, but couldn't stop her tears.

Moments later, Chester and Taka joined her on the floor. With all three cats trying to give her comfort, Maya finally began to feel a little better.

* * *

Rei looked on as Shinji walked back and forth across their living room. Their home was relatively quaint for their generous combined income, but it was nicely adorned. The carpet was high quality and everything was modern. It was only a small two bedroom home but it was enough for its three occupants. Rei held Eve as the dark blue haired girl watched her father with apparent interest.

"I don't think she's dead," he finally said at length. He was still in his Spiderman costume but wasn't wearing his mask. "There were signs that the rig she had moved to the lab before she conducted the experiment might have been used to damage walls and floors in other rooms in the lab. Why would she need the other rooms unless the damage was done after the explosion? Unless they were caused when she left."

"You did say she could have been disintegrated," Rei offered.

"I did, but I found some blood on the floor. It wasn't a lot. That would indicate that the disintegration was slower than instantaneous."

"So?"

"So, she would have bled a whole lot more than that. She would have lost at least a few pints before she was gone. So, where is the rest of it? Also, where were the remains of the rig? Iauku, the man who built it, said that it was built to withstand high levels of radiation and was more than capable of dealing with a massive concussive explosion. Therefore, it should have been there still."

Rei frowned a little as she realized what he meant. She pushed her bangs from her face. In the year since the incident, her hair had gotten longer. Most of it was now tied back behind her, but her bangs were still loose. An errant one still had the habit of hanging over her left eye.

"I'm almost certain she somehow managed to survive now," Shinji said. "But she hasn't even tried to contact any of us yet."

"Perhaps she knows she's going to back to jail if she comes back," Rei offered.

"Valid. That being the case though, what the heck is she doing now?"

Shinji's radio went off at that point causing him to hit the earpiece.

"This is Ikari, go."

"Ikari, this is Lieutenant Anako," came a pleasant female voice. "We just found something on the local net about a break-in that happened in the last 24 hours at a computer company in Nagano."

"Nagano is outside of my jurisdiction," Shinji pointed out.

"I know, but I thought you'd like to know that the perp was described as being female, about 170cm tall with shoulder length blonde hair, and sort of on the thin side."

Shinji straightened up and stopped pacing. "Really?"

"That was what the report said. It was a Dai'Tech Warehouse that got hit. They said a few guards were injured but nothing major. Unfortunately they have no surveillance footage. Apparently, whoever it was managed to disable the entire security system without anyone realizing it, meaning the perp had pretty in-depth computer knowledge. And there is one more thing. It was omitted from the company record, but the police record indicates the person was cybernetically-enhanced... with additional arms."

"On my way. I'll talk to Dai'Tech directly."

"Acknowledged."

Rei watched as Shinji shut off his com-link and grabbed his mask.

"What is it?" she asked with worry in her voice.

"I just might be right," he replied ominously.

* * *

**End of Chapter II**

* * *

_The me that you know, he had some second thoughts,_

_He's covered with scabs, he is broken and sore_

_The me that you know, he doesn't come around much,_

_That part of me, isn't here anymore_


	3. From Science to Criminology

**III: From Science to Criminology**

* * *

Warehouse 94 on the south side of Tokyo-3 was owned officially by the Yisira Corporation, but this was only a dummy corporation. The warehouse was actually owned by Kingpin and was used to traffic in some heavy-duty equipment and less than legal supplies and weapons.

"Hey!" one of the men armed with a submachine gun yelled as a forklift precariously carried a pallet of cargo towards the back of the warehouse. "Straighten your load out, asshole! If you drop this shit, the Kingpin will have your fucking head!"

The forklift driver immediately stopped and lowered the cargo to fix its placement.

Outside, two guards patrolled the upper walkway of the warehouse. Here they had a commanding view of the harbor and waterfront, at least so far as the buildings nearby would allow. One of them stopped to light a cigarette with a flip-top lighter. Suddenly he heard his partner scream and the sound of him hitting the water. He quickly ran around the corner to see what happened and got a face full of mechanical claw for his troubles. Before he could even get the safety off his weapon, he joined his partner in the drink.

Work inside continued unabated. No one noticed the sliding skylight of the building sliding opened or the mechanical claws on ring-segmented tentacles reaching in to allow their owner to enter the building.

Ritsuko lowered herself down the side until she reached the upper catwalks. None of the guards there noticed her yet. She took stock of her position and realized she would have to fight many of them. She held her breath a moment and waited until one of the guards finally noticed her. Before he could grab his weapon, one of her claws grabbed him around the midsection and threw him towards one of the other guards on the top. As the sound of two men screaming from their fall caused the men downstairs to look for the source of the scream, Ritsuko used one of her claws to grapple the ceiling and suspend herself close enough to the last catwalk guard to throw him to the floor as well. Letting go, she had her tentacle arms absorb the shock of the fall.

"What the fuck is that?!" one of the men yelled as several guard got their weapons raised. Ritsuko launched one tentacle at the nearest guard while the others responded to the sudden hail of gunfire and curled into an effective bulletproof shield. The hapless guard was grabbed around the midsection, pinning his arms. The hapless guard was grabbed around the midsection, pinning his arms, and then thrown like a ragdoll over the makeshift shield created by her other arms. He ended up taking out two of his own allies from the collision. A second claw broke off of the makeshift shield and Ritsuko watched as bullets ricocheted off the opening created but were unable to get to her still.

One claw grabbed a large crate and threw it into the forming firing line, knocking down several more men. As the second claw found an object to throw if its own, a guard managed to flank and fire on Ritsuko herself. But one of her tentacles was already in position moving with lightning speed blocking projectiles with little issue. She looked at the man though the side of her sunglasses and as soon as his gun ran dry, he was grabbed by the same tentacle.

With numerous objects being thrown into the attempted firing line, the volume of fire quickly broke up, allowing Ritsuko to now bring three of her dangerous appendages to bear saving one for defense. One slammed the ground behind her while another grabbed the forklift. Throwing it in a display of strength that put a bit of strain on the doctor, but the shock and awe of the activity had its desired effect. The remaining guards were in full retreat.

Ritsuko walked towards the front side of the warehouse when she came across one of the guards she threw earlier. He had taken several bullet wounds to the stomach, likely when he was thrown, and his back was shattered by the appearance of the way he was lying. For a moment, Ritsuko felt remorse and a little shock. But such emotions were a hindrance to her, so she pushed them away and started walking away. She stopped again when she heard the guard whisper, "Help me..."

Ritsuko quickly calculated the man's chances of survival, and realized that by the time anyone came to help him, he would already be dead. The claw that had the built in blade came down on the man's chest and quickly extended the blade, piercing though his sternum and neatly cleaving his heart in two, ending his misery. Ritsuko was already walking towards her primary objective as the claw retracted from the now dead body, feeling no more remorse for the fallen man than she would feel for a lab animal that died to a drug she was working on.

Two of her claws grasped a crate about the size of large old-style computer monitor. One ripped the top of the crate open revealing a large dynamo. Ritsuko smiled as the claw extracted the device from the crate and wrapped itself around it to hold it firmly.

"Pleasure doing business with you, gentleman," she said aloud to the men that were still alive. As she left, she extended a two-pronged blade from one claw and slammed it into the nearby closed-circuit camera. The claw sent a massive pulse of electrical energy though it. This device was originally designed to act as an emergency spark-plug for the reactor system she was creating, but she's found it's also very effective at destroying security systems. The pulse was so powerful that any recording devices would have lost all of their data as a result of the pulse.

Moments later, she was on her way back to her hideout.

* * *

Spiderman landed on the wall of the Dai'tech warehouse that was the scene of Ritsuko's first foray into the world of crime. The area was still closed down due to the police investigation.

"So, when did I turn into the goddamned Batman?" he asked himself as he dropped into the warehouse and began to look for clues. "This is something I'd see in the comic books." He looked carefully and found his first clue almost immediately.

At the racking bay where the item was stolen from there were two very obvious impressions in the concrete caused by three pronged claws opened flat. He knew they had to match the claws from the rig Ritsuko had built. Further investigation revealed similar marks on racks and the walls heading towards the roof access hatch.

"Hold it right there!" came a voice. Spiderman had a flashlight on him and he immediately turned towards the light to see a security guard with his pistol out.

"Ya know, this never happens to Bats," he quipped.

"Spiderman?" the guard said in realization. "What are you doing here?"

"I got the report of the heist," he replied. "I'm here on NERV business, investigating what happened here. Were you on shift when it happened?"

"Yeah," he said. "I was one of the guards that opened fire when she tried to leave. Couldn't hit her though, she was way too fast."

"What did she look like?"

"Well," the guard began. "I really didn't get too good a look as she was already on her way out, but she was blonde, wore round dark sunglasses, a dark gray trencher, black boots and pants, and... had four cybernetic arms coming out of her back from a point under the trencher. I think she had slits or something cut into coat to let the arms through. Scary things, too! They were like tentacles with three pronged claws on them."

_'She IS alive! I knew it!' _Spiderman thought to himself.

"Do you know her, Spiderman?" the guard asked.

"Yeah," he whispered sadly. "And she used to be so much better than this."

"What happened... if you don't mind me asking?"

Spiderman launched a web-line to the ceiling, intending to leave the same way he came in. "Let's just say she took a wrong turn somewhere." He pulled up, launching himself towards the roof exit.

* * *

NERV seemed so different to Rei now. As she moved though the hallways, she pondered why the Commander would call her in so late. Shinji was currently out doing his investigation which left her home. It seemed like it was little more than a few minutes later when she got the call.

Eve made some cute sounds, as if she was amazed by everything she was seeing as Rei walked through the halls of NERV. The fact that Eve was requested as well made her nervous. Everyone seemed like they were on edge, which wasn't something Rei was expecting.

She knocked on the door to the office of Commander Katsuragi and the door opened automatically. She entered the office and immediately wished she hadn't. It felt like she just took a step back into the past. She walked across the office towards the desk to see Commander Katsuragi reading a book of some kind. It looked like some kind of manual or handbook but she couldn't be sure. As Rei approached, she put it down and turned her attention towards Rei herself.

"Right on time," she said in a flat tone. "There is something important we need to discuss."

_Something doesn't feel right at all, _Venom stated in the back of her mind. _Be wary._

_'Already there,' _she replied to her symbiote.

"What about?" Rei asked.

"Please sit down," the Commander said with a gesture.

Rei sat in one of the chairs in front of the desk.

"Now then," the Commander began. "We have yet to take a full DNA profile on Eve, and you, for that matter."

"What's the rush?" Rei asked cautiously.

"You can't be too careful these days," she replied. Rei just noticed that Noboru Tashima, head of Section-2 was standing in the shadows near the window with his arms crossed. Tashima has been Misato's shadow for as long as Misato had been Supreme Commander of NERV. He had served under Gendo as well, during the last few months of the Angel War.

"The child's unique parentage makes this even more important," the Commander stressed.

"I see," Rei replied. "How will you take the DNA samples?"

"A simple cheek swab is all that is required. Relax, I have no intention of seeing any harm come to Eve."

_I might be discovered, _Venom cautioned.

_'I don't think so. Just make sure you're __**fully**__ submerged in my core.'_

"Very well," Rei said. "Why is Doctor Connors not taking care of this, though?"

"He'll be doing the profile, I'll collect the samples." At that, Commander Katsuragi opened the top right draw of her desk and produced two tubes with caps on them. Inside, a cotton swab that was attached to the top of the lid was clearly visible.

Misato was very gentle with Eve, though the child was fussing and seemed a little nervous around her. Rei's sample was taken as easily as expected.

"There," the Commander said. "No muss, no fuss. If there is nothing you need from me..."

"Just a question," Rei replied. "Any word on if Maya will be returning to work?"

"Not yet," Misato replied, sounding a little sad. Though to Rei, it felt that it was almost forced. "She's currently out on bereavement, but there is no time limit on her right now. Her case is... unique, to say the least."

"You sound like you didn't approve of her relationship with Doctor Akagi," Rei noted.

There was a shift in Misato's eyes, Rei noticed. It was almost a twitch or twinge, a reaction to what was said. But her answer was far more amiable.

"It's not that at all," the commander replied. "I was happy for both of them. I even experimented a little in college. But it is something that's not really considered acceptable by the populace at large. It did break the rules regarding fraternizing with officers, but we overlooked it here because it's never been a problem before. I guess... between you and me, I was a little jealous."

"Jealous?" Rei questioned.

"Doctor Akagi was the woman I was experimenting with in college." There was an almost thoughtful, tiny smile on her face when she said that, though it seemed out of place considering her earlier reaction. "That knowledge does not leave this room," she covered seriously.

"I understand," Rei replied and she got up to leave at that.

"Enjoy the rest of your night."

"I'll try," the blue haired woman responded.

Rei tried very hard to not appear to be rushing to get out of that office, lest it swallow her whole. She believed she was only partially successful.

_Something is very wrong with that woman, _Venom noted.

_'I wish I knew what,' _Rei replied. _'It almost seems like she's turning into Commander Ikari.'_

* * *

The guard hit the ground hard, his head smacking the pavement with enough force to knock him out cold. Standing over him, with a metal tentacle pulling away from the fallen man, Doctor Akagi surveyed the warehouse. It was a specialty hardware warehouse that stored materials needed for the construction and maintenance of Nuclear Reactors. It had everything she needed for the basic reactor housing and the conduits for the wiring. Everything needed to be lead-shielded which was problematic because she could only carry so much weight and still move effectively.

As luck would have it, there was a box truck in the yard. She'd have to rip the back of the seat out in order to fit her tentacles but it would do the job just fine.

She walked into the guard post and started hacking the computer, looping the video footage and disabling the alarm system so she could work. It would be hours before someone came to relieve the guard, so she had time to work. Before she left the guard post, she saw the newspaper laying there and the headline caught her attention.

"OCTOPUS" STRIKES DAI'TECH

She picked up the paper and read the story. The press was now identifying her as a criminal nicknamed simply as 'The Octopus'. This infuriated her for a moment before she realized something.

"They don't know who I am still..." She turned further into the paper and her heart sank when she read something no one should ever see...

She saw her own obituary.

"Maya," she whispered. "Kami, what are you going through now?" A tear left her cheek as the realization of what she was giving up to fulfill her dreams became clear to her...

_Ritsuko walked into their shared home with a few bags of groceries she had to pick up that day. Maya was on her in almost an instant, hugging her happily. The doctor smiled as she put her bags down and held the woman who was in many ways, her better half. They shared a kiss right there in the kitchen before putting the groceries away. She couldn't, for the life of her, remember what they were talking about, but she did remember they spoke._

_Later that day, they watched a movie together. Maya curled into Ritsuko as if trying to share all of her warmth. The doctor pulled blanket over them as the movie became less interesting than each other became. As if they knew that their human handlers need privacy, all three of the cats got up and left the living room._

_Ritsuko remembered what is was like to look into Maya's smiling face first thing in the morning as they both got ready to go to work. She's always wake up holding the smaller woman close to her, close enough to feel her heart beating with excitement every time Ritsuko would touch her. Even after 9 months of this, Maya must have felt as if she was awakening to a dream instead of reality..._

"One day, I'll go back," she promised herself, and returned to task.

She walked into the yard and found the keys for the truck under the visor. After tearing out the back of the seat, she backed the truck to the warehouse's loading ramp. With the sheer amount of strength in Ritsuko's tentacles, she was able to fully load the truck with all the conduits, struts and material she needed from here in less than ten minutes.

Suddenly, she heard a gunshot and felt a bullet ricochet off of her external artificial spine. She spun defensively to see the guard she knocked out before leveling his pistol for another shot. Ritsuko quickly blocked the attack and then moved within tentacle range. She launched a tentacle into the guard, grasping him hard around the midsection and pulling him in quickly, nearly snapping his neck in the process. Another claw grabbed his hands and the gun and started applying pressure.

The middle aged man screamed as his finger and hand bones shattered under the force.

"Little people shouldn't play with guns," Ritsuko hissed. The pressure released and the man dropped the weapon now that his hands were so damaged that they couldn't hold the weapon.

"You monstrous bitch!" he gasped as the pain intensified. "You goddamned octopus freak!"

She pulled the man closer to her causing him to flinch back from her intimidating demeanor.

"That's _**Doctor **_**Octopus** to you." Her tentacle whipped him back into a wall, causing him to curl on the ground in pain now that he was loose. "One day, all of you little people will thank me... Maybe even worship me as a god upon this earth. Most people are pathetic that way."

Without another thought to just how injured the man was, she slammed the back of the truck closed with her tentacle arms and moved to the driver seat. Soon, she was on her way back to her hideout near Kyoto... but she decided she would make a quick stop first.

* * *

Later that night, it began raining hard. Maya tried to ward off the depression with a cup of tea. Though, truth be told, she was more upset about the fact that NERV wasn't even talking about holding a funeral for her lost love. As she sat at the kitchen counter with her tea, she noticed a certain furry companion trying to get closer to her cookie jar.

"Taka! Off the table!" Maya chided. The gray tabby quickly made his escape, landing almost on top of the calico Chester in the process, prompting both cats to take off in different directions. She'd lost track of how many time he's scared Chester like that.

"And to think, I'm considering getting more cats," she whispered to herself. "I'm turning into a crazy cat lady." The image of a room full of cats trying to get her attention was comical but she found it difficult to laugh. Her eyes focused on the nearby display shelf in the kitchen. It was loaded with cat themed knickknacks. Remembering how much care Ritsuko took in keeping them dust-free caused a wave of sadness to wash over the young tech again.

"I wish you were still alive," she silently lamented. She tried to take a sip of the tea but began crying again, forcing her to put it down and try to dry her own tears. Nearby, Miku looked up from the comfortable position on the kitchen floor and look concerned for her human companion in a way only a cat could.

Outside, clinging by metal tentacles to the side of a brick building across the street, a very wet Ritsuko Akagi looked on. She observed Maya through the window of what was their shared apartment and saw just how much the girl was in pain. Her heart sank as thunder rolled overhead, realizing she was hurting just as much, but for somewhat different reasons.

"Maya," she whispered, pulling her coat a little closer to her as she was getting even more soaked. "I wish I could go to you now... Let you know that I'm still alive, still here. But that would only put you in danger. They would interrogate you, and try to get you speak of things you would hide because of your loyalty to me."

Her fists clenched at her sides as the thoughts of what NERV was likely to do to her became clearer.

"They would hurt you," she hissed between her teeth. She remembered well just how aggressive and Gendo-like Misato was becoming. She had no doubt that Maya would suffer greatly if she was taken in by NERV. "And then I would have no choice but to hurt them." The image in her head of her crushing the life out of Noboru Tashima, head of Section-2, was strangely satisfying, especially since as far as she was concerned, that American bastard Curt Connors would be next.

She sighed as her anger finally calmed down. "So you see... I have no choice. I have to stay dead to you... I... I'm sorry, my love, I'm... so very sorry." A ragged sigh escaped her as tears mixed with the falling rain. Her tentacles reached up to a higher point on the building, pulling her closer to the roof as she turned away, closing her eyes a moment in her own lamentation. As she crested the building, she could see the truck she stole, waiting for her to return.

"I can't be with you now," she said aloud. "I have to push forward. Our happiness is meaningless in the grand scheme of things. I can only hope that you can forgive me when I do return. I must finish this reactor and bring the new age of mankind to fruition. Then we can have our life back. I _will_ succeed this time!"

* * *

**End of Chapter III**

* * *

_All pain disappears,_

_It's the nature of, of my circuitry_

_Drowns out all I hear,_

_No escape from this, my new consciousness_


	4. Eight-Legged Freaks, Part I

**IV: Eight-Legged Freaks, Part I**

* * *

Wilson Fisk was a patient man most of the time. Today, however, he felt like he needed to kill someone. He had arrived at Warehouse 94 an hour ago, and all he'd managed to get from his people was a bunch of nonsense and conjecture. He stood where the bloodstain of the man found dead with a broken back, cleaved heart and several bullet wounds was found.

Eddie, one of Fisk's more reliable people from New York City, walked up looking less than happy about what he had to report. Fisk lit a fresh cigar as the thug gave his report.

"The tapes are all dead," he said. "Some kinda electrical surge or somethin'. Some of the guys still alive said it was some broad with metallic tentacle arms. It's about the only thing they seem to be able to agree on."

"Tentacle arms," Fisk repeated after blowing smoke from his cigar and putting his gold lighter away. "So it's this Octopus person who also hit that industrial warehouse last night."

"Yeah, the guard said she called herself 'Doctor Octopus'."

"I'll bet my bottom dollar it's Ritsuko Akagi," he said immediately.

"But she's been reported dead, boss," Eddie replied, scratching his head. "Her obit was in the papers an' everything."

"But no funeral was announced," Fisk pointed out.

"So?"

"So, she might have been put in jail on conspiracy charges related to the Second Impact, but she is still directly responsible for the tech that saved us from the Angels. How much sense does it make to not have a publicized funeral for such an important figure, unless she's not actually dead, or they don't know for sure if she is dead?"

It started to make sense to Eddie.

"She did a lot of damage, but did she actually take anything of value?"

"Just what was in this crate," Eddie replied. "Some kind of high-tech gizmo."

Fisk looked at the name on the side of the crate and knew exactly what it was.

"It's an advanced dynamo," he said with finality.

"Dyna-what?"

"Dynamo," came the voice of another of Kingpin's best, Herman Schultz. He wore a standard business suit but his gloves were specialized. They looked like metal bracers and special knitting gloves that almost looked like a quilted pattern. These were black to match the overall color of his suit. His hair was red and slicked back and his face looked like someone who needed to be punched...repeatedly.

"A dynamo, my inept friend, is a device that contains lots of high-quality conductive wire and spinning magnets. It uses electromagnetic induction principals to push electrons along the wire and produce an electrical energy. They make up an important part of every power generator in the world."

Eddie really hated how Herman always knew everything when it came to industrial tech. They may have both grown up in the streets but Herman had skills Eddie didn't. Eddie made his living by being tough and acting as an enforcer for one of the gangs that reported to Kingpin, eventually becoming one of his top enforcers. Herman, however, was a safe-cracker and engineer. Sure, he dropped out of high school, same as Eddie, but that was only because he found that general education studies were boring and Herman wanted to do something practical with his skills. Eddie had no idea why he wore those weird gloves.

"What would Doc Ock need with that?" Eddie asked.

"I think it's obvious," Kingpin replied. "She's trying to build another reactor. Which means the first one must have failed somehow." He rubbed his chin in thought a moment. "She'll be after the elements soon enough, but I think she'll be working on building the rest of it first. She knows I'll have the elements themselves well protected."

"I think I can come up with what she would need as a shopping list," Herman offered. "Based on that, we can look at what she's stolen so far and figure out what she's likely to go after next."

"And then trap her," Kingpin stated, completing the thought. "I like the way you think, Mister Schultz. Get ahold of Aleksei and let him know I'm gonna need him, and get to work on that list."

"You got it," Herman replied. He turned to Eddie, giving him a satisfied look before leaving the area.

"Mister Lawrence," Kingpin said, "I need you to check our shipping manifests and make sure nothing else was stolen from this warehouse."

"Gotcha," Eddie replied.

"Don't take Herman personally," Kingpin reminded him. "He thinks he's all that, but I know a brown-noser when I see one. We'll see how loyal he really is once the shit starts hitting the fan."

Eddie couldn't wait for that.

* * *

NERV had jurisdiction over the greater Tokyo-3 Area, but Juno Station sat just outside of the city proper and was owned by the JSSDF. On the surface, it was just another guard station for JSSDF personnel. The reality was much different. Everyone working for NERV knew that it was a watchdog instillation as well as an Intelligence HQ. It was there with the sole purpose of watching NERV closely for any changes, just in case something like Third Impact becomes more likely. As an intelligence locale, however, it was also privy to a direct data connection to the Japanese Intelligence Service, their own personal MI-5.

But not being MI-5 itself, however, presented the group with several problems. None-the-least of these problems were from the utter lack of proper security procedures. The secure connection was set up on a network different from the internet, and thus sensitive information wasn't simply being broadcast though "the cloud". But their total security force was a meager 12 men, enough to stop casual assaults and catch spies but not likely enough for a determined attack.

At least, this is what Doctor Octopus was counting on when she started her assault. The building was a simple one-story structure with a guard post at the front and rear gates. The guard's nightly perusal of the local newspaper was interrupted when he was grabbed from behind by a metal claw and torn from the guard post. The claw was able to get in through the open window, but the window as now destroyed as his body was used as effectively a reverse battering ram.

The second guard on duty was grabbed around the face and jolted forward with enough force to snap his neck. Both now-dead bodies were dropped before Doc Ock made her way to the heavy armored doors at the entrance less than 30 yard away. She put down in front of them, slamming her lower set of clawed tentacles into the ground as a brace as her upper arms slammed into the door, grappling them with a couple of tons of pressure each. Once they had the proper hold, the door was simply ripped from its housing and thrown aside.

Machine gun fire could be heard but already the tentacle arms were blocking the incoming shots. Two claws launched forward between blocks and took out the two offending guards by slamming into them with enough force to shatter their ribcages.

Ritsuko knew she should be feeling some guilt and remorse from the murders she was purposely committing this time, but she reminded herself that these guys were trained killers. They would kill her if given half a chance, so she had no choice but to make certain they weren't getting back up and that meant abandoning the kid-gloves altogether.

As those bodies were thrown back, ejecting blood from their mouths as they flew, Ritsuko propelled herself forward into the main computer center where there were a total of 2 operators. These were the only noncombatants in the building. By now, the alarm had been tripped and she expected it would take about seven minutes, max, for the JSSDF to respond to this attack, which didn't leave her much time at all.

The door was torn apart by a clawed tentacle and Doc Ock walked into the room.

"Good evening," she said pleasantly, as if she weren't just slaughtering their protectors. "I'll make this quick because I'm sure you're both very busy."

Doc Ock took note that one was male and the other was female. One of her tentacles grabbed the man about the chest and slammed him into the ground. A second tentacle extended its blade and held it between the man's eyes.

"This is how this is going to go down. You, my dear, are going to access the primary mainframe using your credentials and get me all the information the Japanese Military has on Trithic Elements or I'm going to administer an impromptu lobotomy to this man."

The girl, completely terrified, immediately started working on the computer to pull up the data requested. Doc Ock tossed a thumb drive into the air above her and one of her claws caught it with its fine tips. As soon as the girl had the information on the computer, the thumb drive was inserted and she downloaded the data. Moments later, the drive was removed from the system and placed into the inner pocket of her trencher by the same claw.

That moment, the door was kicked in and the remaining guards entered the computer center. Ritsuko instantly used a claw to throw the table in the room at them as she got ready to fend them off. There were four men here; meaning two were still unaccounted for.

As bullets ricocheted off the tentacle arms, the men knew the true meaning of horror as one by one the claws took them out. One was impaled though the head with a blade, another took a burning cutting torch to the face. A third was stabbed in the neck with the electrical jolting mechanism she normally reserved for cameras. The last managed to escape back into the previous hall, but a fifth she didn't see rushed her and managed to get inside her tentacle reach.

Doc Ock reacted by using an arm to block the incoming attack which wasn't from a gun, but a nightstick. She realized too late that doing so would earn her a broken arm and took her last moment to brace herself for the pain to come.

The stick shattered against her arm.

Both attacker and defender stared in shock for a moment as splintered pieces of the nightstick fell around them. Doc Ock responded with a backhand from one of the tentacles which sent the man into the wall hard enough to go partially into it and remain stuck there. She then took a moment to hold her arm, feeling a residual vibration in the arm. She pulled down the sleeve and saw a bruise spreading over the arm at the point of impact, but the bone was perfectly intact.

"That's impossible," she whispered. "He should have shattered my forearm." A sinking feeling came over her that something was seriously wrong with her now, beyond the obvious. "I have to get to the bottom of this."

"Um..." the female computer tech whispered. Doctor Octopus took note that she was keeping the other tech next to her now and out of harm's way. "If something's wrong you... um... could try a hospital."

Doctor Octopus stared at the tech for a moment in disbelief that she would even try to interject, especially since she hadn't been talking to her. But then Doc Ock came to the realization that she was partly right.

_'Tokyo-3 General has the new hand scanners in, I could use that to figure out if something else is happening internally.'_

"I might just take that advice," she said aloud. "But if you tell anyone where I'm going, I'll come for you. Got it?"

The girl nodded vigorously. With nothing further to do there, Doctor Octopus escaped.

* * *

"Are you sure?"

The question was direct, allowing no room for misinterpretation.

"Positive, Misato-san," Spiderman replied as he swung through the streets of Tokyo-3. He conversed with his commander via the communicator in his mask. "I have no doubt now that she's alive. I got word that one of Fisk's warehouses was also hit recently."

"Fisk? Why wouldn't he report it to the authorities?"

"You do know that he's basically an evil mastermind that controls most of the world's criminal underworld, right? He's the man they call 'the Kingpin'."

"How do you know that for sure?" Misato challenged. "The authorities have never been able to prove anything."

"Because everyone on the street knows about it. Press the right people and you can get a wealth of information."

"Thinking like Batman again?" she asked humorously.

"Something like that," Shinji admitted, chuckling. He took another corner hard. "It's paid off so far. Can't say it's my style, though. I normally just beat the crap out of petty crooks... Ok, so that's a little of Batman too."

Misato chuckled again.

"I'm gonna try to get into that warehouse of Fisk's and see if I can't get any closer to figuring out what she's up to." He heard a commotion that sounded like someone talking while she had her hand over the microphone.

"Cancel that, Shinji-kun, I need you to head to the listening post the JSSDF has outside of town. It looks like Doctor Octopus just hit it recently."

"Of course, now that I'm more than halfway to the waterfront. Oh, the things I do for frequent flyer miles."

He changed directions by spiraling around the antenna of a building and picked up the pace.

Minutes later, he arrived at the listening post. The men outside gave him some trouble but finally relented in letting him conduct his investigation. Spiderman shook his head as he tallied up the destruction and the blood. One of the JSSDF investigators saw him enter and approached him.

"You must be Katsuragi's lapdog," he said sardonically.

"Woof," Spiderman replied with sarcasm. "I get the fact I'm not wanted here. But the truth is, this is still a NERV matter. So, if you don't mind, why don't we stop posturing and get down to brass tacks, eh?"

"Fine," the investigator said shortly and opened his small notebook. "Twelve men on duty here and she killed nine of them. One guard and both of the techs survived. Doctor Takani said Doctor Octopus was after the data on the Trithic Elements."

"Wait, if Wilson Fisk owns all the samples, why would you have any information at all?"

"Article 176 of the International Trade and Supply Code states that everything a company brings into the country has to be examined and cataloged in order for public safety to be assured. About a month ago, Fisk brought in a supply of the Trithic Elements, stating it was to be used only for display purposes. Ergo, we have a lot of data on the Elements themselves."

"Is that so?"

"Would you mind telling me why she needed that data badly enough to kill nine soldiers?"

"I'm not authorized to release that info, sorry," Spiderman replied. "That would be Article 7 of the NERV Charter, if you had any question on that policy."

"Smartass," the investigator grumbled.

"Really? My CO usually calls me the opposite," Spiderman replied as he examined the damage done during the attack. He picked up a few splinters from the nightstick. "Someone actually tried attacking one the tentacles with a stick?"

"Actually, the tech stated the guard struck her left forearm."

Spiderman froze at that. "Really?"

"Yeah," the investigator replied. "Why don't you tell me something...off the record?"

"What do you want to know?"

"What the fuck are we dealing with?"

Spiderman sighed. "I wish I knew. This new information doesn't fit with anything else. We know there was an accident of some kind, and I know she likely hasn't disengaged the 'tentacle arms rig' since then. I also know she shouldn't be able to control the rig nearly this well, and she sure as hell shouldn't be able to shatter a military nightstick with a bone that breaks under 16 psi."

"So what the hell is happening to her?" the investigator asked.

"I don't know, but I can tell you she's probably going insane as a result of it. The woman I knew before she became Doc Ock only tried to kill someone once, and she couldn't even pull the trigger herself. The fact that she's killing this recklessly is not a good sign at all."

* * *

Ritsuko arrived at Tokyo-3 General about 20 minutes after Shinji arrived at the JSSDF base, entering the hospital through the roof access hatch near the helipad. She tried to be as quiet as possible so as to not attract too much attention. While she, at this point, wouldn't hesitate to kill, she really didn't want to do so in a hospital. There is a fine line between massacre and atrocity after all.

Moving quickly, she reached one of the storage areas on the fifth floor and broke into the room using the strength of one of her claws. She stepped inside and easily located one of the suitcase-like cases that contained the scanner.

"Easy enough," she whispered. A scream, however, made her life more difficult. She turned in time to see one of the nurses staring at her and screaming in terror, realizing who she was. "Well, there goes that." She ran, making her way back to the stairwell. Using her tentacles she managed to get back to the roof where she climbed down the building towards street level. She figured she could just disappear into an alleyway. But as she passed the middle of the road, two police cars slid to the side facing her and their operators took aim using their cars as cover.

"Freeze!"

"Not this again," Doc Ock complained. "All I wanted was a simple medical scanner! You wanna play rough? Fine!"

The taunting provoked the cops into opening fire on her. The shots were easily blocked by two of her tentacles. One of her free tentacles slammed the ground behind her to stabilize while a second one grabbed the car on her left and threw it back over her head and down the block. The cop behind it ran behind the other car as his cover was lost. After the second one was thrown, both of the cops stopped firing and put their hands up. Doc Ock threw away their pesky firearms and then escaped into the alleyway.

Reinforcements scoured the streets nearby but they lost her.

Under the city, Ritsuko escaped easily by moving through the access tunnels between the first and second armor plates. There were no alarms here since these plates were normally used by civilian workers maintaining the city.

* * *

Misato rode the elevator down to the lab level. Connors finally came through for her and she would now learn what changes took place with Rei and if those changes affected her daughter. The labs looked about as ominous as one would expect for being this deep underground. The halls were barely lit, it was cold, and it even felt a bit more claustrophobic than other parts of the base. Misato didn't register any of this, and although she personally had never been this deep into the labs (Terminal Dogma being another matter), she felt comfortable here. As she walked towards the lab, her ears could almost make out whispers of another time, as if the energies of the Day-That-Never-Was still lingered in this thoroughly unhallowed place.

She pushed open the door to the lab that Curt Connors was working in, taking note of all the cages on one wall containing reptiles of various species. Misato really didn't care what they were for.

"What do you have for me, doctor?" Misato asked.

"My studies into the DNA of Rei Ikari were virtually inconclusive," he explained. "Her DNA is completely unchanged, based on the samples we had left over from the Angel War. But that seems counter-intuitive based on what I learned about Eve Ikari's."

"Which was?"

"There are definite DNA markers that match up to the base DNA code of the symbiotes. While they could have come from the father, I can clearly see the markers she got from him. These markers are different, closer to the base DNA code."

"Meaning?"

"I literally have no idea what Eve's capabilities will be, but they are likely to manifest when the child hits puberty in about 10-14 years from now. Perhaps when the child gets older, we'll have some hints as to what she can do by then."

"Good work," Misato said flatly. "Keep at it, and see if you can't figure out what we can derive from the DNA. We know for certain that the DNA of the symbiote is mutable. I need to know to what extent."

"Very well, but tell me something, Commander. What exactly does this research have to do with Project-E?"

Misato turned towards him with both of her hands behind her back in the position of "parade rest", a position Gendo was famous for, but who's meaning would be lost on Connors.

"Nothing at all," she replied. "And I would appreciate it if you kept this information in the lab strictly. Do not discuss your findings with anyone."

Curt didn't look very comfortable with that idea.

"Is there a problem, doctor?" Misato asked.

"No, I suppose not, just a little uncomfortable with this situation. I'm sketchy on what kind of rules NERV has to follow when it comes to possession of DNA data and experimentation, but this sort of thing was frowned upon even when Cartigan was in charge."

Misato seemed to consider him for a moment. "I'm sure all the reptiles in this lab have nothing to do with Project-E either, but I am willing to overlook them, if you are able to do the same. Otherwise, whatever extracurricular activities you are engaging in down here might be subject to extreme scrutiny."

Doctor Connors felt his heart skip a beat. He really didn't want the commander to know the experiments he was running down here, and it was obvious to him she didn't really care, but would use this knowledge to secure his silence. He knew how to play the game though, and this close to his ultimate breakthrough, he couldn't chance that Commander Katsuragi would follow through with such a threat.

"In that case, I think we could agree that this conversation never took place," Connors offered.

"I couldn't agree more," the commander replied and proceeded to leave. Even Curt realized at this point that Commander Katsuragi was acting very out-of-character...

* * *

**To Be Continued**

* * *

_The me that you know, he used to have feelings,  
But blood has stopped pumpin' and he is left to decay  
The me that you know is now made up of wires,  
And even when I'm right with you, I'm so far away_


	5. Eight-Legged Freaks, Part II

**V: Eight-Legged Freaks, Part II**

* * *

Ritsuko's heart was beating faster in her chest as she unpacked the medical scanner. Now safely back in her laboratory, the only thing she had to fear was the result of the scan. She turned on the attached power pack and pulled out the first part of the device, which was a holographic emitter. She set that on the table as she sat down on a stool in front of the table. Two of her tentacle arms touched the ground behind her to keep her stable. She removed the hand scanner from the case and turned it on. Holding her finger over the trigger, she took a deep breath and prayed to Kami that what happened was a fluke.

She held the scanner to her forearm at the site of the bruise, a bruise that was already yellowing to the point of looking like it was over a day old. She held the trigger as the device took a deep scan of the arm. A beeping sound told her she had enough scan data. The emitter activated showing a holographic image of her own arm, then started going down into the arm, layer by layer.

Individual nanites were less than a single resolution point to the scanner, even at its increased magnification, but the work they had done was clearly visible. Her arm bones were interlaced with a metallic mesh that had the same composition as her tentacle arms.

Ritsuko's breath caught in her throat. She knew the base metals needed to create the arms were found in the human bloodstream, but she didn't realize that the blood itself was becoming a construction medium for the nanites. She ran the scanner up to her upper arm and looked there. The same mesh was visible, though incomplete. In addition, the scanner was detecting metallic fibers interspaced throughout her arm muscles.

Feeling her heart thump faster, she placed the scanner over her chest below her left breast to look at the harness, now fused to her ribcage. The holographic image showed the ribs were about 50 percent metallic, though the marrow was untouched.

She put the scanner down, feeling herself shaking more as she realized the nanites haven't stopped 'fixing her'. She realized this was probably the reason why it no longer felt like she was pulling at her rib bones apart when she was suspended by her tentacle arms. In addition, she realized it probably had something to do with her improved sense of balance on her arms. She wouldn't be surprised if the nanties had done something to her inner ear to help speed that process along.

But where would it stop? Just how inhuman was she going to become?

Ritsuko pulled her knees up to her chest and wrapped her arms around her legs. Her tentacle arms provided her with the support she needed to do this. For the first time since the rig became a permanent part of her, she actually felt afraid of what would happen now.

"I'm becoming more powerful than ever, but at what cost?" This question, voiced aloud was what was worrying her. "If I change too much, Maya might reject me."

_'Oh, who am I kidding, I'm already a freak! Of course she'd never take me back looking like this... But, what if she still loves me even after such a transfiguration? Maya is just optimistic enough to believe that sappy soap opera crap about love conquering all or something. She'd try to help me...'_

"No," she whispered to herself. "I can't involve her in this. I have to face this on my own." She stood up, facing herself in the reflection of one of the windows of the building. "It doesn't matter how much I change, I have to complete my mission. I must perfect the reactor at any cost!" A tear fell from her eye. "Even if it means sacrificing everything I care about in this world."

* * *

Andrew was a young man with blonde hair and blue eyes. He had a medium build and kept himself clean shaven at all times. Some called him the blue-eyed devil because of his skill in manipulating people, and because he made deals that seemed to cost his partners more than they actually gained, though they never could tell that at the time.

At one point, Andrew was also Supreme Dictator of America. Quite a feat, considering he's only 22-years-old. Today however, he was a debunked ruler. America's government was still in shambles, but much of the military was now back in the hands of democracy. Andrew had been waiting here, in the high-security penitentiary at Victorville, California, for his preliminary trial as a war criminal. Few realized, however, that this young man still wielded a lot of power. In his cell located on the west wall, 3 stories up, he sat calmly and waited.

"Andrew," one of the guards yelled though the bars. "You have a lot to answer for."

He raised his head up and in a calm voice replied, "You have no idea how often people tell me that in this place. I guess you don't want me to forget."

"And we won't let you. They might just give you your hearing this week."

"I see. Well, I am going to have to respectfully decline that hearing."

The guard laughed at him. "You make it sound like you have a choice."

Andrew stood up and walked to about the center of his cell then knelt down.

"There is always a choice, my misguided friend," he said calmly.

Suddenly, heavy auto-cannon shots tore through the wall behind Andrew in a U-shape, shredding concrete and reinforced metal without resistance. The guard tried to get out of the way, but a 20mm armor-piercing shell hit him at about the midsection. The shockwave left by the shell turned the man into pink mist.

A section of the wall fell out behind Andrew as he stood back up and brushed some concrete dust from his shoulders. The side door of a VTOL could be seen behind him opening and revealing men in black tactical ops gear.

"Thanks for the room," Andrew quipped in a low voice as he turned to the VTOL. "But one year here was enough." He ran to the hole, jumping into the flying vehicle, and seconds later it was gone.

* * *

Word of Andrew Cartigan's escape was already worldwide and it appears that the madman's supporters were still very active. The Second American Civil War had broken out in the United States in less than two days following the escape. With America's government still in shambles from his last reign, those loyal to democracy didn't rate their chances very high.

It's been a while since Mari was called into the Supreme Commander's office, but she can't say she wasn't expecting as much. Mari, however, was not expecting the office to be so cavernous and dark. She remembered it being much more cheerful. This room felt more like it should also contain a crematorium for the dead, and only that would complete it at this point. The effect was more noticeable to her partner in arms standing to her left.

Hikari Horaki was a girl who liked to remain cheerful, even when she was being "Class Rep serious" about anything. The room almost appeared to be sucking the soul out of the poor girl as she was much more somber in this atmosphere. It was as if she was afraid to express any cheer in fear of that being somehow illegal now.

"I'm glad you both made it," Misato began. "I'm sorry to have to call this briefing on such short notice. Let me get down to business. I'm sure both of you by now have already heard about the escape of Andrew Cartigan."

Both girls nodded.

"The Diet is taking the threat seriously. Effective immediately, the two of you will begin active duty drills and additional training. You'll go out on maneuvers and practice your tactics and drills in both live exercises and simulations."

"Are we alone, mom?" Mari asked.

"No, Lieutenant. Rei and Shinji will be joining you on the field. However, Rei is still going to spend most of her time with her daughter and Shinji is currently investigating this 'Doctor Octopus' that has been causing significant problems domestically. Any other questions?" Neither girl responded. "Very well. Consider yourselves back on active duty, effective immediately. You have 24-hours to get anything you want with you moved to your quarters here in the Geofront. After that, you will remain stationed here on base until it's time to go to the States."

Seeing both girls understood, Misato concluded the briefing. "That is all. Dismissed."

Both girls began to leave, but Mari took note of the stack of technical journals and books on the commander's desk. They appeared to all be related to mechanical engineering, and Mari began to wonder if Misato was taking up studying engineering in order to better understand her own war machines. Mari herself knew that having such knowledge helped her, so it was a logical conclusion to come to.

Once they both left the office, Hikari seemed to shudder uncontrollably.

"You okay?" Mari asked.

"Not really," Hikari replied in a low voice. "That entire room felt…wrong, somehow."

"I know the feeling. Misato looks like she's been burning the candle with a flamethrower. She's got enough technical manuals on her desk to work on Master's Degrees in Applied Engineering and Applied Physics."

"Why would she need all that?" the freckle faced girl pondered aloud.

"Whatever it's for... I think it's consuming her on some level."

"Think we should tell someone?"

"Who?" Mari countered. "Tashima? Major Ibuki? None of them could do anything because Misato hasn't done anything wrong." There was an unsaid 'yet' in that sentence.

"Really not sure I like where this is going," Hikari said in a weary voice. "First, Doctor Akagi goes and kills herself with her obsession. And now it looks like Commander Katsuragi might do the same. What is it with 'NERV' and 'crazy' being synonymous?"

"Who knows? I heard it was worse during the Angel Wars, but none of the vets want to talk about that."

* * *

Several guards lie around Doctor Octopus in crumpled heaps. Some had several of their bones crushed. Others were battered hard enough to make them go unconscious. Some of them were obviously dead.

The room this took place in was large. Several columns adorned it, and the pedestal against the wall that was her primary target was just as ornate. Her target lay within the confines of the plexiglass case. It was a working display model of a specialized multiprocessing chip-set. A multi-core quantum CPU that Doctor Octopus wanted specifically for the power regulation system in her new reactor. It was to be a new production model designed for next year's supercomputers that Dai'Tech were going to market to the JSSDF to replace the models they used after the 'Day-That-Never-Was'.

No one questioned why the MAGI were not in use for government ops after the Angel War. No one realized that the supercomputer Triad didn't work well enough to run the country after that point, because the spirit of Naoko Akagi never came back from Third Impact.

_'Good riddance,' _Doctor Octopus thought as she remembered the reason why she couldn't and likely never would use a living AI like the MAGI to conduct her experiments. While the MAGI could still be used to run NERV, it would never gain the attention it had previous to the 'Day-That-Never-Was'.

She lifted the box off the pedestal and took the chip, still protected in a static-free box. This singular tiny object would be one of the most important parts of the reactor when it was constructed.

"Ritsuko!" came a voice she really didn't want to hear.

She sighed and turned towards the young man who interrupted her while tucking the chip safely within her trencher.

"I was wondering when I was going to run into you... Spiderman," her voice held an edge to it, an unexplained threat. "I imagine you've been shadowing me for a while. Actually, I'm a bit surprised we didn't run into each other sooner."

"Doctor Akagi, please. You gotta stop this! We want to help you!"

She actually looked rather pissed at his display of concern. "I don't need NERV's help!" she nearly shouted back. "And the name is Doctor Octopus now, or haven't you been reading the paper?"

"Please, Doctor, before it's too late. Let us help."

"I don't need _anyone!_ I especially don't need any of my own creations to help me. Now get out of my way. I have important work to do."

"I can't do that," Shinji said resolutely.

"Then we have a problem," she said in a matter of fact voice. "If I have to, I'll go straight through you. I don't have time for this."

"Are we really going to do this?" Shinji asked, hoping Ritsuko would come to her senses.

"Why not? I have a tight schedule, but I can spare a few minutes to see just how good you really are."

Without further posturing Ritsuko launched two tentacles at Spiderman at high speeds. He side-flipped to avoid them, launching webbing at his multi-armed opponent with intent to slow her down, but the webs were caught by another tentacle arm just as the first two were getting ready for another attempted strike. Spiderman tried to get inside only to get backhanded by the fourth tentacle. Although the strike hurt, he had the presence of mind to note that Ritsuko's balance was good enough that she didn't need to fully rely on using one tentacle for support to the ground for close in fighting.

He leapt over the next attempted strike, landing just short of the doctor and attempted to send a straight punch into her face. Ritsuko did little, except turn slightly sideways and held up her right hand which managed to catch the fist. Spiderman froze for a moment in shock as he wasn't expecting Doctor Octopus to have enough arm strength to block one of his punches. Especially since he's been able to go toe-to-toe with some of the toughest criminals in Tokyo-3 and still have to pull his punches so he didn't cause permanent damage.

Spiderman jumped back out of range of the tentacles as all of them tried to converge on him at once. Immediately, two hit the ground front of Doctor Octopus, and pulled her up off the ground and forward at an unexpectedly fast speed. As she moved forward like that, she threw right her arm forward as if directing a tentacle to strike. One of them on that side did, launching forward with blinding speed. Spiderman dodged behind a column but the strike homed in on him and destroyed the column trying to reach him. He managed to dodge, and watched as marble and steel reinforcing rods shattered and spread debris out as if an internal explosion had taken the column out.

As he landed and tried to fire off more webbing, he took a tentacle to the face, throwing him back out the window of the room. The room they were in was 35-stories up, but he still had time to get a web line onto the side of the building and swing up, sticking to the 33rd floor. He watched as a tentacle reached out the window and gripped the stone ledge on the floor above. This was followed by Doc Ock and her other tentacles, as she quickly went into a vertical climb utilizing all four of the lethal appendages to accomplish this.

Not one to give up easily, Spiderman crawled up the side of the building at a speed matched only by the symbiotes in their prime and pounced on Doc Ock's back. This arrested her upward momentum, forcing her to fight him. Two tentacles let go as Spiderman punched her in the back of the head hard, hoping to knock her out, but it felt to him as if he had just punched a block of steel. One tentacle plucked him off of her back and slammed him into the stone wall. He kicked off, leaping upon her again as the second tentacle delivered a strong shot to his head. He shrugged it off and punched at her face but she managed to dodge the attack and kick him in the midsection. She tried to slam him in the head with another tentacle but he dodged the blow while gripping the wall behind him. He threw all his weight into her, causing her to lose her grip and both began to plummet.

On the way down, they took shots at each other before one of Doctor Octopus's tentacles finallygrabbed the wall again at around level 10. The bricks, glass, and parts of the stone ledges that fell as a result of their battle caused panic on the street below.

"Persistent, aren't you?!" Doc Ock got out before slamming Spiderman through the window and into the building again. Spiderman managed to get a couple of weblines onto her trencher as he was thrown, yanking her into the building with him. This part of the building was part of the office area, consisting of a massive sea of cubicles. The appearance of two super-powered individuals and the property destruction that inevitably followed sent the workers screaming from their stations.

Several destroyed cubicles resulted from the initial entrance. Spiderman got up in time to get a claw around his midsection and he was thrown across the room. Firing a webline, he landed somewhat roughly on a nearby wall. The next thing he knew was he had to dodge computer equipment. Doctor Octopus was busy grabbing monitors, towers, and office chairs, and using them as projectiles.

"I've heard of cubicle warfare, but this is a bit literal," Spiderman commented in an annoyed tone as he managed to catch a flying monitor in a web line and swing it back at Doctor Octopus. She took it full in the side, knocking her over, but with her tentacles she was able to get back to combat readiness too fast for Spiderman to take advantage of her momentary distraction. He was already in full swing as two tentacles were flying at him, but somehow he dodged both with a sudden side flip, followed by firing another web line. This new line hit Doc Ock square in the chest and Spiderman immediately yanked on the line, pulling himself into a two footed kick. Doctor Octopus flew back though the nearby wall into an executive office that was already vacant.

Ritsuko was back on her feet as Spiderman launched himself into the room delivering a rapid series of punches into Doctor Octopus. He knew the attacks should be shattering her ribs, but it felt like he might as well have been punching a brick wall for all the lack of damage he was doing. Finally, Doctor Octopus had enough and managed to grab both of his fists at the wrists. Two tentacle arms came slamming down on his collar bones on either side of his head stunning him briefly and sending him to his knees. A double tentacle back-fist sent him back the way he originally came. He rolled almost out of the building again.

He was able to get back up in time to see Doctor Octopus coming right at him, virtually running on all four of her tentacle arms. Not wanting to get run over, he dodged her charge only to see that she was actually running for the hole. Using the strength of all four tentacle arms, she launched herself across the street and onto the side of the nearby building. She proceeded to climb it at high speed.

Spiderman took a few seconds get his composure back and began speed climbing the building he was on, getting effectively ahead of Ritsuko and back onto the floor where the battle began. He crawled in and fired a web line onto the window frame on either side. Then he started backing up, stretching out his webbing until he had enough tension on lines.

Just as Doctor Octopus hit his level on the other building, he launched himself like a human sling bullet into Doctor Octopus, launching her though the window and into the small storage room on that floor of the building. She rolled back on her bottom and tried to slam a claw into the ground to get herself back up to her feet only to have the claw penetrate the floor and enter the level below. This gave her an idea.

Spiderman entered the room though the window, seeing Doctor Octopus on her ass by the door made him believe the battle was now over.

"_Now_, are you willing to talk about this?" he asked.

"There is nothing to talk about," Doctor Octopus replied. "I have a mission to complete."

"Are you insane?" Spiderman asked her straight up. "You nearly killed yourself with your first reactor. What makes you think you can get it to work?"

"I won't make the same mistakes again," she countered.

"Who's to say you aren't making new ones? You can't keep doing this, it's wrong and people are getting killed over this. And for what?"

"Who cares about them?!" She yelled back. "In the grand scheme, they don't matter. Mankind as a whole will benefit from what I am doing! I can't worry about a few, when I'm going to ultimately save billions of lives."

"That is the thinking of a mad scientist," Spiderman countered blandly.

"Maybe I _am_ mad," she agreed. "There is a fine line between genius and madness after all, isn't there? Sometimes you have to walk over that line if you want to accomplish something great. Science has never been a place for half measures, and I'm not going to start with them now. I've already lost much of my humanity, so why should I stop? I won't... not while I have a chance to change the world. My own safety is meaningless."

Below Shinji, out of his sight, one of Doctor Octopus's claws was on the floor below, between the drop ceiling and the floor. It maneuvered behind him with the claw pointing up ready to strike.

"Then I have no choice. I've gotta take you in."

"See, there's yet another mistake you've made," Doctor Octopus pointed out. "The first was getting in my way in the first place. The second... thinking I'm now helpless."

Spiderman's spider-sense tingled enough to know there was an unseen threat behind him, but the human part of his mind didn't comprehend where the threat was coming from until it was too late. The claw tore through the floor behind him before he was able to turn around and grabbed him from behind. It then tore him down into the lower level, around and through the ceiling of the lower level. All that momentum was used to launch him over her shoulder and out the window he came through. There was so much momentum and disorientation caused by going through the floor twice on the same pass that he didn't even realize he was airborne until he felt the pedestal Doctor Octopus robbed shatter under his back as he slammed into it with great force.

"Ow," he said in a low tone a few seconds after impact. He tried to get up but he was in too much pain. He could only watch helplessly as Doctor Octopus climbed out of the building and up a few floors before going around the outside of it and out of sight.

"I always wondered what it would feel like to be launched by a trebuchet... and now I know." His tone was matter of fact, though he did try to find humor in this situation.

Doctor Octopus, it seemed, would be a much more difficult enemy to defeat than he had first thought.

"Major Ikari, come in please," came a voice over his communicator.

"Is that you, Anako?" he said in a woozy tone.

"Major? Are you alright?" the Lieutenant's voice came, sounding very concerned.

"Yes and no. I'm injured, though nothing too serious I think. Ow! Ok, there is the small matter of a dislocated shoulder. That's kinda serious, I guess."

"We're locked onto your signal and we're sending a rescue vehicle."

"Ritsuko is heading north from the Dai'Tech Office Tower. Please tell me you have her locked."

"Negative," she replied. "She seems to have disappeared again. We had a lock on her, but by the time Section-4 got there, she was gone somehow."

"Well, shit," he said in an exasperated voice. "How the hell is she doing that?"

"I wish I knew," the lieutenant admitted. "What's her status?"

"Out of her mind," Shinji replied. "She refuses to identify herself as Doctor Akagi, has seemingly no regard for human life, and she's intent on reconstructing her reactor."

"Not good news."

"Not at all, especially judging from the quantum CPU she just stole. She's probably using it for the power regulator. And if she needs a CPU that strong, the reactor is going to me a lot bigger than her last one."

There was a pause before the very worried voice of Lieutenant Anako asked, "What happens if that one goes nova?"

"Depending on where she's building the reactor, she could take out an entire city." Shinji paused as he took off his mask, revealing the pained look on his face from his injuries. "She's gotta be stopped..**.** But how?"

* * *

**End of Chapter V**

* * *

_I can try to get away,  
But I've strapped myself in  
I can try to scratch away,  
The sound in my ears  
I can see it killing away,  
All of my bad parts  
I don't wanna listen,  
But it's all too clear..._

* * *

**Review Replies**

**Marco A. Salazarm:** I haven't been keeping up with rebuild which is where I assume the 3.0 comment came from. To be honest I'm not planning to utilize the symbiotes too much in this story but it seems like Alterverse is becoming its own series of stories since I've already started brainstorming a third book. I won't say what the focus on that one will be, but I will say that I've been hinting at it since Duality.

**Belthasar:** Ah, one of my favorite reviewers. I'm glad you're enjoying the story thus far. Yeah, Misato is getting worse, but it isn't just stress. I won't elaborate further though... Time will tell.**  
**

**17th Immortal: **Crazy comes in all shapes and flavors. Rits obviously doesn't have the exact same movitations as Otto Octavius, but with her mind being so fundamentally altered and, well, let's face it... she wasn't exactly the poster child of sanity before. With a mother like that and a boss like that, who can blame her. And the codename thing? Yeah, I'm getting to that...**  
**

Thanks to everyone who read my stuff. I hope you are enjoying it so far. We're about a third of the way though this saga, but the insanity is just getting started.


	6. Smash and Grab

**A/N:** The Initial release of this chapter was grossly unedited. I apologize for that. I've since fixed the problem. Please PM me if you notice any additional missed errors including bold facing where none is needed and extra spaces in words or missing words. Second Edit Done 4/2/13 11:34 PM EDT

* * *

**VI: Smash and Grab**

* * *

A set of rails ran from the back of the laboratory to what appeared to be a set of large heavy doors hidden somewhat in the side of the mountain. A complex locking mechanism requiring six dials to be turned in a specific sequence within a slight margin of time operated the door.

Ritsuko Akagi had been a very busy girl. It had occurred to her that if anyone ever found her cache of materials and stolen goods that they could destroy her work in a one fell swoop, and she wasn't about to let that happen. The lab was built on a mountain for a reason and this was the reason. The doors and storage area already existed and simple fabrication materials of the common variety were found inside still in good condition. Ritsuko simply made the lock into something only _she_ could open easily and kept moving her stolen materials into it when she had a good amount to move. Though there were rails, they had long since deteriorated, so Ritsuko had to hand-carry everything over 300-feet to reach the storage house from the lab.

She took stock in her supplies and realized one of the next things she was going to need was an advanced circuit breaker designed to carry immense loads. With the CPU she needed to run the regulator now safely in her hands, she was another step closer to fulfilling her first major goal. As she walked back, she produced a data pad from her coat and began skimming though the data.

"Nothing yet," she whispered in slight annoyance. "I suppose I can pick up a few extra items first, but I need that circuit breaker." And she knew getting overseas now was simply impossible.

Civil war was erupting throughout America. Despite that, it seemed that Fisk was able to get regular deliveries of materials and items from his warehouses and factories there. She expected nothing less from a criminal genius like Fisk. Eventually on e of the power companies in Japan would need a replacement high-load circuit breaker, and Ritsuko would be there to intercept the shipment.

She just had to be patient about it now.

* * *

"What have you got for me?" Kingpin asked.

The Kingpin's office, unlike the office of the commander of NERV was open and welcoming. It was a far better fit for a businessman who only had everything to hide, and wanted to keep a pleasant and open front. Ritsuko herself was in this office once before, to beg for help. This time it was one of his associates, who brought with him an important report. A report that would reveal the plans of his current nemesis, Doctor Octopus.

As far as the Kingpin was concerned, he already had all the evidence he needed that Ritsuko was behind the recent rash of material thefts and the attacks on his warehouses. To this end, he called in his engineer, Herman Schultz. He was a man that Eddie, the Kingpin's favorite gopher, had no love for at all.

"My studies into the theories behind Triphasic Technology were pretty conclusive," he began. "Just about everyone I talked to about it was convinced that it was a pipe dream and it couldn't be done. But if it could be done, they all seemed to agree on several components that would be required; advanced power regulation technology, high-carbon steel struts, at least 4/4 double shielded wire, and a circuit breaker that can handle the load. The Elements themselves, of course, are also required."

"Of those parts, what hasn't she stolen yet that would be hard to find?"

"Besides the elements, the circuit breaker. I'm pretty sure that the CPU she recently lifted is being used for the regulator, meaning she still needs the circuit breaker to prevent another meltdown."

"Eddie?" Kingpin asked as he turned towards his other faithful companion.

"I got a lead inside NERV that tells me one of their labs went boom not too long ago," he replied proudly. "In fact, it was the same time Ritsuko was reported killed. Also, I'm told that traces of Trithic Azurite and Diamondite were found by the chemical analysis team sent in to find out what happened."

"See," the Kingpin said smugly. "The Kingpin is never wrong. Doctor Octopus is Doctor Ritsuko Akagi."

"I admit, the evidence is pretty conclusive," Herman admitted.

"So what do we do now?" Eddie asked.

"It's simple. We now know without doubt that Doctor Akagi is alive, and that she's probably trying to build the reactor again, so this is what we will do. We'll have one of these circuit breakers brought over from the states and set a trap for her. I want that reactor technology. Tell Aleksei to prepare himself. He's a bout to earn his keep."

"What about me?" Herman asked.

"You're in as well, as Aleksei's back up. I'm not expecting Rhino to have problems with the good doctor, but should she prove more resilient that we expect..."

"I get the picture boss," he replied.

"Good work, both of you," Kingpin complimented. "Now, we have work to do."

* * *

A quantum CPU. Misato would love to know why she needed one so powerful. The thought that the reactor was a lot bigger this time didn't sit well with her at all. She tossed the report aside and typed out her login information to access the MAGI, such as they were without the spirit of Naoko Akagi.

ERROR: INVALID OR DISABLED LOGIN

Misato raised an eyebrow at the error. Then she saw what she put in as her login and realized, it wasn't her own login information...

Username: IG_R14:10

Password: ***************

"Where did that come from?" she asked as she looked at the login information. Shaking her head, she put in her correct information and accessed the MAGI. There she began to research more information on the reactor design that was originally presented by Ritsuko. She knew the key to finding her at this point would be to determine what she needed next and heading her off. Though she learned a lot of applied engineering, Misato still hadn't enough information to really piece together what she needed precisely. Misato figured out that a circuit breaker was probably a requirement at this point, but the exact one she needed eluded her.

"Commander?" came a soft female voice over the intercom.

Misato looked over to the device and hit the button. "Yes, Lieutenant Anako?"

"Ikari Shinji has recovered from his injuries and is requesting to resume his search for Doctor Octopus."

"He has new orders," she said immediately. "Pilot Ikari is to report to the simulation room at 1400hrs for Evangelion training. We can't worry about Doctor Octopus just yet."

"As you wish, Commander, I'll relay the message."

A soft click told Misato that the speaker was off. She looked back to her computer and continued her research unabated. Leaning forward, she rested her elbows on the table and folded her hands just under her eyes. Lately she's found this pose to be more comfortable when spending long sessions in front of her computer.

In the infirmary, Shinji was a little surprised to hear the order.

"Is she taking me off the case?" he asked the young Anako.

Lieutenant Anako Yukio was a relative newcomer to NERV. In many ways, she reminded Shinji of Maya but smaller, amazingly. She had long black hair she kept tied back and wore the same uniform as Maya, except that she tended to wear the skirt bottom more often than not, while the Major was usually seen these days wearing slacks. She usually wore white stockings, and reputedly wore a garter belt by those who claimed they managed to sneak a peek up her skirt. She seemed way too innocent for this line of work , not to mention too young. But she was 19-years-old and had all the qualifications. It was also obvious she looked up to Shinji, likely in an older sibling capacity since she knew he was married.

Shinji, for his part, had no problem taking the girl under his wing, if for no other reason than to prepare her for what horrors likely awaited her should a full-scale war break out again.

"Not as far as I know, Major," she replied in that same soft voice she used with the commander. "I think the incident with Cartigan is forcing her to shift her priorities a bit."

"I really wish you wouldn't call me 'Major', Anako-san," he replied.

"Er, sorry... Shinji-kun," she almost whispered. Although she seemed a bit embarrassed by the lack of formality in how they were addressing each other.

"Better," he replied as he collected his stuff and began to head out. "I'll see you in the simulation chamber."

"Okay," she replied and watched him go.

* * *

"Finally!"

Ritsuko had been scanning the internet for several hours before the circuit breaker design she needed came up. It was an industrial model used to power massive grids. She knew several existed in Tokyo-3 but removing them would be very difficult, and not to mention very dangerous.

Her data pad beeped at her. Raising an eyebrow, she grabbed it and looked at the information there. She had hacked in a hidden trip into Fisk Enterprises' main stock database and ordering system. What she saw there made her happy. Mitsutaka Heavy Industries put in an order for a very similar model to the one she needed and Fisk was delivering it via airlift from the US to one of his warehouses on the east coast. She noted it was one of the more secure warehouses that was constructed with heavy gauge steel walls and was likely well-guarded.

It was still easier and safer than trying to steal one from the power grid... at least she hoped so.

* * *

That night, Ritsuko emerged from the utility tunnels next to the building. Out of sight of the cameras, she climbed the building as quickly and quietly as possible, entering though a skylight on the roof. She took out the cameras inside as she made her way down past the offices and onto the warehouse floor.

"So far so good," she whispered. Shortly after she said that she heard a pounding sound that seemed to be rapidly approaching from behind her. "Jinxed myself," she lamented as she spun towards the sound.

The wall in front of her exploded into metal and plastic shrapnel as a nearly 8' tall humanoid that could only be described as monstrous came through it with as much resistance as a dump truck through plasterboard. Ritsuko barely managed to dodge the initial rush and took note of the fact that this man seemed to have both the double-horn and the skin of a rhinoceros. She estimated the amount of force he generated by being able to move at such a speed though a solid metal and plasti-core wall as being enough to flip a modern tank.

The man slid to a halt and turned to face her, growling like an animal as he did so.

"Um... O-kay," Ritsuko replied as she lowered herself back to her feet after the initial dodge. "What the hell are you?"

He gave a hearty chuckle before he spoke in a heavy Russian accent. "Call me 'Rhino'," he said. "And I'm the guy that's gonna take you out."

"I rather doubt that," she retorted. "Brute strength is no match for superior intelligence."

"Sounds like someone got their lunch money taken a lot in school," Rhino countered as he stomped on the ground hard enough to send a 30lbs section of the floor into the air in front of him. With a grunt of effort he sent a straight punch into it sending it at Ritsuko at nearly 90-mph. Ritsuko's tentacle arms slammed down behind her as she did her best impression of the world's most improvised limbo in order to dodge the massive metal and ceramic plate.

As Ritsuko got back to a straighter pose, Rhino was already in transit and slammed into her hard. The front side of the horn impacted her sternum, stunning her briefly and the force of the impact threw her through the wall and the floor above it. On her back on the second floor, she rolled to her feet and tried to catch her breath, but she didn't have enough time to fully do so. The moment Rhino was able to, he came straight through the floor beneath her, forcing her to retreat again. Using her tentacles, she bashed through the nearest door in order to dodge another charge by Rhino.

_'Fisk must be onto me,' _she thought as she jumped back down through the hole left by Rhino. _'No way _would he_ hire something like this if he didn't expect me to come here.' _This, of course, implied that Fisk knew exactly who she was and what she was planning . This didn't bode well at all. She knew she'd have an easier time getting what she needed from Fisk so long as the fat man had no idea who she really was or what she was planning. Though, the thought had occurred to her that he was smart enough to eventually figure it out. She never expected that to happen this quickly.

_'This is a goddamned trap,' _she concluded.

She heard Rhino crash though the floor, knowing he was right behind her again. Getting on her tentacles, she ran to the far side of the warehouse as he came running again, the quickly-accelerating rate of pounding told her he was gaining speed and momentum. At the last second, she launched herself upwards, dodging his attack. Ritsuko landed on her lower tentacles and set down to her legs as Rhino slammed into the outer wall but didn't go through. He turned around immediately, roared his annoyance and started to charge again. Ritsuko waited again for the last minute to side step the attack and launched two tentacles into Rhino hard, but they simply bounced off of that armored suit he wore.

_'Protected from impacts,' _she noted. 'Wonderful_...'_

Rhino stopped and grabbed a nearby crate, throwing it at her with great force. Ritsuko backhanded the crate with a tentacle shattering it and sending its contents flying away from her.

"And here I thought you relied on smarts," Rhino mocked.

"Even a scientist knows when to use brute force," she countered. Her eyes drifted to the electrical conduits that ran up the walls nearby. She knew kinetic force was reduced by that freak-show suit he wore, but she doubted it was as well protected from shocks, especially since his face was exposed.

"Your brain ain't gonna save you, toots." Rhino charged again. Though Ritsuko dodged, he managed to grab one of her tentacles and swung around, throwing her into a nearby wall. Ritsuko dodged the follow up punch aimed at her chest and wrapped two of her tentacles around the offending appendage. Using the other two she braced herself and whipped Rhino back hard sending him through another wall. A roar of annoyance punctuated his reappearance as the rest of the wall seemed to be blown apart upon his reentry.

_'I think I'm just pissing him off.'_

Rhino closed the ground between them far too quickly for Ritsuko to react. He slammed her into the outer wall with enough force to stun her, then grabbed her by her tentacle arms and started doing his best impression of an errant child with a toy he didn't like. She felt herself being slammed into the ground several times, then into another wall. Before he could slam her into the ground again, the remaining two tentacles hit the ground and held fast. Ritsuko was on her knees but refused to budge as Rhino tried to pull her off the ground by her tentacles. The wrenching feeling in her back was getting worse by the moment. Finally she managed to get one loose and the claw grasped him around the face wrenching him in another direction.

_'And I think he just pissed _me_ off.'_

With a war cry, he was thrown again, this time into a forklift which toppled over upon impact. Ritsuko used one claw to rip the electrical conduit open revealing a 220-volt power line. She tore it free and ran on three claws towards Rhino who just managed to get back to his feet. Tentacles grasped him, shielding Ritsuko from having to physically touch the monstrous man and she shoved the live wire into his face. He commenced screaming as a large electrical current shot though his body. A few seconds later, the jolt threw them both apart.

It took Ritsuko a few moments to get back to her feet, but she saw Rhino was unconscious and unable to continue the battle. She sighed in relief but that was cut off quickly by the sound of the lights kicking on over the open warehouse floor. This was followed by a nerve-wracking, slow clap.

Her eyes focused up the second floor balcony where the person she didn't want to see was clearly visible.

"Bravo, Doctor Akagi," Fisk said almost mockingly. "Or, should I call you Doctor Octopus now?"

"Well, if it isn't Mister Fisk," she replied in the same tone. "Or, should I call you 'Kingpin'."

He laughed at her. "The Kingpin will be fine if you prefer. After all, we're both working late this evening, and it would be improper for us to address each other using our real names." He took his cane in hand as the doors ahead of her opened revealing another individual. This one wore a black business suit with a black button up shirt and tie. His hands were covered with knitted black gloves with metal bracing that looked like they could serve a more sinister function. She was worried she might get to find out what that function was. As the Kingpin spoke again, her attention turned back to him.

"I have to admit, I was surprised to find out you were still alive after that... shall we say, unfortunate accident at the lab. It's too bad the material you paid so much for ended up destroyed in the process."

"Occupational hazard," she deadpanned.

"I'm assuming the same goes for the bruises and cuts you received fighting Rhino," he noted. "Excellent work, by the way. I didn't expect you to defeat him."

"He put up a better fight than Spiderman," she commented. "I'm assuming, of course, that you were expecting him to take me down."

"To tell you the truth, I wasn't sure what to expect. Your victory, though unexpected, was planned for anyway. But I think I can skip that part of the plan. I have a proposition for you."

"Figured this was coming," she deadpanned. "What's the proposition?"

"I'm sure you know. As a man in my unique position, I have access to a wealth of materials and talented individuals. We both know you've found a way to turn the Trithic Elements into a nearly-perfect power source. Also, we're both well aware of the fact that the world doesn't think it's ready for it, as evidenced by the fact that NERV turned you down for funding."

Ritsuko frowned. She already knew where this was going.

"I can help you complete your dream, Doctor. My resources and laboratories would be at your disposal. I can aid you in building a stable and efficient reactor system using the Trithic Elements, and only the highest quality resources would be at your disposal. Need men? I have hundreds. Need funding? I have billions. In fact, I can even help you deal with your own personal dilemma..."

Her eyes narrowed. "What do you know about that?"

"I have eyes and ears everywhere. What NERV knows, I eventually find out for myself. The rig is fused to you isn't it? The experts under my command can free you from that machine."

Ritsuko didn't want to believe that was possible. The arms had become a part of her, but at the same time she knew they made her less than human. To be rid of them...

The arms came up around her, the claws pointing towards her as if hanging on her decision. They had given her so much, but took so much more in return. Fisk could give her everything... She could perfect the reactor, be free of these freakish mechanical arms... She could even get Maya back...

Then she saw in her mind what the world would be like if Fisk got the technology. Energy prices would go through the roof. So many would move to Trithic-based power systems and Fisk would have the monopoly on the materials needed to make a stable reactor. Entire nations would have to bow to him or be tilled under by his relentless use of the technology. Her true dream... the _real_ reason she was building the reactor, would never come to pass... It would all be for naught, and her brilliant idea would enslave mankind, not free it...

"You can have your freedom at last... What do you say?"

Ritsuko breathed out a ragged breath, and then set her resolve firm. "I'd rather destroy all traces of the technology than hand it over to you, Kingpin. I know what would happen if you had the technology... You would use it to rule this world."

"And why not?" he countered. "Does not mankind need true direction and leadership? I've been a petty criminal for a time. And now, for even longer, the undisputed king of the underworld! It's time to rise up and claim the power that is mine to take, and all the wealth that comes with it. Help me accomplish that, Doctor. I can raise you up as a goddess upon this world. "

"No," she said without hesitation. "I want this technology to free the world, not enslave it. I'll never give you the technology."

"So disappointing," he said after a pause. "But if you won't work with us willingly, we'll take you and the technology by force. I told you I had a backup plan," he claimed smugly. "Shocker! Do it!"

Ritsuko's tentacle arms came up and prepared herself for combat again as additional men that Kingpin brought with him took up positions and readied their weapons.

Herman depressed the thumb triggers on his gauntlets, holding them down to build up a charge. Ritsuko sprung at him as he lifted his closed fists and released the triggers. The next thing Ritsuko knew was she made an impression on what she supposed was one of the very sturdy outer walls of the warehouse. As she tried to get to her feet she was slammed with another powerful burst of air, throwing her into the wall again. She felt like she had been punched by Rhino again, though she could clearly see the huge man was still unconscious.

"Allow me to introduce myself," the man said as he approached with his hands behind his back. "My name is Herman Schultz , but I go by the street name 'Shocker'. As you've probably already guessed, I'm an engineer." He brought his hands back in front of him as Ristuko tried again to get up. She watched him depress the thumb triggers again and heard the gauntlets power up. She tried to move quickly, but was slammed back into the wall again hard by his weapons before she could. She coughed, and blood ejected from her mouth.

"As you may have also guessed, these weapons of mine create hypersonic vibrations, forcing a burst of vibrating air into you. While it sounds less than threatening, as you're already experienced for yourself, the attack hits with the force of a wrecking ball. It can break bones, rupture organs and cause your blood vessels to burst. I've been gentle so far, and somehow I get the feeling you would rather not see me less than gentle."

Ritsuko closed her eyes and concentrated on breathing.

"So... Are we going to play nice now?"

Inside Ritsuko's body, the nanties were already repairing the damaged tissues. But the amount of damage Shocker could cause to her was staggering. Ritsuko knew she'd have to act fast if she were to get out of this in one piece. She managed to push herself up to a kneeling position, looking very nonthreatening in the process but two of her tentacle arms were just out of sight behind nearby boxes and were gently grabbing them.

"Not leaving me much choice," she managed to get out.

"Impressive," he said. "You're talking pretty well for some who just coughed up blood a second ago."

"Because I'm hard to keep down," she replied. "Incidentally, we're not done here yet."

Shock raised his gauntlets again but was suddenly broadsided by a crate of heavy goods which threw his aim off. The burst destroyed the outer wall next to Ritsuko and she immediately bolted for the opening. As gunfire erupted, the other box was pulled behind her blocking most of the shots as she escaped through the hole.

"After her!" the Kingpin yelled, forcing his men to rush to the outer balconies. But by the time they got there, she was already out of sight.

Underground, between the armor layers of the city, Ritsuko started coughing up more blood. Her body was simply getting it out of her lungs as the nanites continued repairing the damaged tissues there. She reached into her trencher and found her hand scanner.

"Can't believe it survived all that," she whispered as she turned it on and scanned her chest. A small holographic image appeared over the scanner, showing her the lung tissue damage was being repaired, but the stress of the battle actually managed to shift the rig on her body a few degrees causing an imbalance over her ribs and sternum.

"Must have been Rhino," she lamented. The nanites weren't fixing the problem either. This told her their programming was starting to break down from the accident. "I might have less time left than I thought."

Carefully, she walked through the access tunnels towards the edge of the city and pondered how she was going to prevail now that her body was likely going to start breaking down soon.

"I can still do this," she whispered in denial. "I have to push forward. If this reactor becomes my dying legacy... so be it..."

**End of Chapter VI**

_Hiding, backwards inside of me,  
I feel, so unafraid  
Annie, hold a little tighter now,  
I might, just slip away_


	7. Dangerous Liaisons, Part I

**VII: Dangerous Liaisons, Part I**

* * *

A large rat happily munched on a cracker in a glass enclosure. On one side, two large gloves of heavy rubber stuck though a pair of holes in the wall, but the small animal paid these no heed. Between them was rectangular compartment, also ignored by the furry occupant. Even as the gloves began to move, the rat took no actions. It wasn't until after the rectangular opening slid opened revealing a surgical blade that the rat began to take notice of the events happening within its enclosure.

Before the rat could get very far, it was grabbed. It tried to bite its captor but the heavy gloves prevented its teeth from causing any damage. Two fingers forced one of its forelegs into an uncomfortable position. Moments later, it began shrieking as its leg was severed close to its body. It desperately fought but the large gloved hands were too strong for it. The blade was taken away, as was its lost limb.

The next thing it knew, it was being stabbed with a large needle. A fluid was injected into it that burned on contact with its veins. It shrieked once more before a pleasant warmth came over it. Instantly, the rat forgot about its severed foot as it basked in the feeling coming over it. Its severed limb began to itch suddenly and it realized the leg was regenerating itself.

Once it finished, it felt much better. Then suddenly a new feeling came over it. A bloodlust beyond anything it ever knew took over. The intoxicating feeling was embraced by the small creature as its flesh took on a black tone and its hair fell out. The rat quickly doubled in size as its outer layers of skin turned into symbiotic exo-skin and it lashed with tendrils into its enclosure trying to escape. No longer held by the gloves it threw itself into the side again and again...

Suddenly another wall came up, closing off the rubber hands from it, though the creature cared nothing for this. It was far more concerned with the sudden expansion of heat within its enclosure. Its skin ignited and soon it was incinerated.

Doctor's Connors' assistant stood back from the enclosure as he heard the good doctor whisper, "Damn."

"Same result," he said sadly and he walked over to a computer. "But I believe we've managed to isolate the mutation sequence this time. The scanners detected that these particular nucleic acids and enzymes became active just after injection."

"Good," Curt replied. "One step closer. Using this activator, I should theoretically be able to have it carry whatever traits I want into a living host. I'm very close now to isolating the specific reptile genes that promote regeneration."

"So then, all hasn't been for naught," the assistant pointed out.

"It was never for naught, my good man. Soon now, I'll have everything I need to make my dream a reality."

Curt hit a switch on the enclosure causing the bottom to open and angle down. The charred carcass of the rat was ejected into a sealed bin containing many similarly incinerated rodents. And about 50 of these bins were still awaiting disposal nearby…

* * *

As Ritsuko carefully made her way through the utility space between the armor layers, she heard the sounds of massive plates of steel and plastcrete slamming together. She realized they were running tests on the first and second armor layers when she passed an access terminal and saw the countdown commencing. Her section would undergo the same stresses in about ten minutes.

"Well, doesn't that just figure," she said to herself. "I have to use the surface route if I don't want to be turned into a pancake." She carefully made her way up one of the access tunnels until she reached the manhole cover. She listened, hearing no traffic so she used a single claw and pushed it past the cover. Using it like a periscope, she switched her view to it and looked around, seeing she was under an alleyway that was deserted. Carefully she pulled herself up onto street level, grunting at the pain in her ribs and back when she did.

"The shift is too much," she whispered. "At this rate, the rig will be nothing but dead weight." She carefully made her way through the alleyways and heard the sky begin to rumble. "As if this couldn't get any worse," she lamented as the rain came down.

As Ritsuko reached the edge of the alley she looked down the street and saw someone approaching without an umbrella. She slipped back in for a moment before peeking out again. What she saw made her heart skip.

Maya was walking down the street in the pouring rain, looking depressed. For the first time since this entire episode began, Ritsuko considered breaking her promise to keep Maya out of it.

_'Don't even think about it.'_

Ritsuko began to draw back into the alley but inside, her body was crying out to go to Maya, or let Maya come to her. Ritsuko shook her head. She could feel Maya was almost there now... She had to make a decision.

_'You'll endanger her...'_

"I can't live without her," she whispered and took hold of Maya's arm just as she reached the alleyway.

Maya was about to scream when a pair of familiar lips sealed over hers. Her arms were pinned at her sides by strong hands but she couldn't doubt the feeling. She fell into the kiss instantly despite how much her mind tried to tell her what was happening was impossible.

_'If this is a dream,' _Maya thought. _'Let me never awaken...'_

When they separated, Maya realized it wasn't a dream. There was her Sempai! Haggard... hurt... but alive. She tried to throw herself into her embrace... But her Sempai stepped back.

"Sempai?" she questioned. "Why won't you let me touch you?"

"I've... become something of a freak, Maya," she whispered just over the rain. "I'm afraid I'm not the person you knew."

"I don't care, Sempai... I love you! I can help you."

"No... I couldn't –"

"Please," Maya interrupted. "No matter what's happened to you, I still love you. And when you love someone, you can get past anything." Her words held a strong resolve, as strong as Ritsuko honestly expected from the girl... but she was skeptical.

"Maya..."

"Show me," Maya said, almost commandingly. Ritsuko had to appreciate just how much Maya had managed to come out of her shell since they started dating a year ago. Sighing in defeat, she extended her tentacles slowly from behind her.

Maya knew instantly that her Sempai had become the villain she read about in the papers and heard talk of at NERV... this so called 'Doctor Octopus.' She also knew she didn't care about that, especially when she could see the pained look on her face as she extended the tentacles. Maya stepped forward pushing Ritsuko under an awning in the alleyway, then kneeled down in front of her, lifting the older woman's shirt.

Ritsuko was going to say something about what Maya was doing right now but gasped in pain as she felt the girl's fingers touch the edge of the rig and the damaged flesh around the now shifted bracing.

"The rig slipped a few centimeters," Maya noted. "It's not holding well."

"I used nanites to maintain the connections when I was using the rig initially," Ritsuko explained. "After the accident, their programming got messed up and they interpreted the rig as part of me, but the program is breaking down now."

Maya looked up with concern, realizing what that meant. "Come back to my apartment, I can fix this."

"I... I don't know," Ritsuko whispered.

"Please... I won't turn you in, I want to help you. You're the most important person in my life, and up until about two minutes ago, I thought you were dead! If I don't do something... you might really die this time!"

Ritsuko could see her young lover was getting upset. The Doctor nodded, relenting to the young Major's demands.

* * *

Lieutenant Anako was scanning the security database when she came across something odd. She decided to call Section-2.

"Tashima," the head of Section-2 responded on the line.

"Hello, Sir. This is Lieutenant Anako."

"Yes, what is it, Lieutenant?"

"Sir, I went over the logs from last night and someone in the facility attempted to access the MAGI using a nonexistent username and password combination. The username isn't in the system at all, and for some reason, I don't see where the attempted access came from."

"That doesn't surprise me," he replied immediately. "The system has been glitchy ever since the end of the Angel Wars. It was probably just a typo by an employee."

"Normally, I'd agree with you, sir. This time I have to point out that the username wasn't even in the proper format."

"Oh?" he said with interest. "What was the username?"

"It was I, G, underscore, R, one, four, colon, one, zero."

There was silence on the other end of the line for a full five seconds before Tashima finally responded.

"Weird. Nothing to worry about, Lieutenant. I'll have a few people look into it but I'm not expecting this to be anything more than just another wild goose chase. How many login attempts were there?"

"Just one," she replied. Now she was getting suspicious.

"Probably nothing at all then, I'll keep you posted."

Before Anako could say anything more about it, Tashima had hung up, leaving the girl with an unsafe feeling.

"Maybe it is nothing," she whispered to herself. "I do tend to get jumpy over nothing... but why won't my heart stop pounding..."

* * *

Ritsuko was forced to sit down on a bar stool close to a wall. Her arms were holding her up, but she couldn't stop shaking. She knew it wasn't from the cold now, but from the breakdown of the nerve connections. The doctor wondered if the nanites had completely given up.

Maya brought over her laptop and plugged something into the USB slot that looked like a metal plate on a wide plug, similar in design to the hand scanner she was using to monitor herself. Before the doctor could protest, Maya stripped her trench coat and started unbuttoning her modified shirt.

"This is hardly the time," Ritsuko said jokingly. Maya blushed profusely in response causing the older woman to chuckle. "Sorry, Maya, my sweet. I couldn't help it."

Maya sighed. "You'd think after living with you for a year, I'd be used to dirty talk by now."

"You're still so very innocent," Ritsuko replied. "It's actually very endearing."

Maya chuckled uneasily as she pushed the shirt opened revealing the scar at the base of her sternum. It was barely visible but it was there nonetheless, and it pointed the spot where the nanite hive currently resided.

"There it is," the young tech noted.

"I'm starting to wish I never got involved in this project in the first place," Ritsuko commented sardonically.

"But if you had to do it all over again?"

Ritsuko said nothing... Nothing needed to be said.

"Hold this to the spot where the nanite hive is," Maya said.

"What's this?"

"Cybernetic applications for nanites almost require us to have something like this on hand. It's a remote access connection module or RACM for short. I'm surprised you didn't know about these."

"Project-E never required me to use anything like that," Ritsuko explained.

Maya looked at the information on the computer. "What's the password you used for the Nanites?"

"Miku Miku... Two words."

Maya chuckled as the cat jumped up into Ritsuko's lap upon hearing her name.

Ritsuko chuckled lightly and petted the strangely colored kitty as Maya worked.

"Ok, running diagnostics... There! Oh... wow."

"What is it?"

Maya's eyes were locked on the screen. "The inside of your body is about 35 percent techno-organic."

"Techno-organic? The nanites can do that?"

"Apparently they figured out how to do it, yes," Maya said surprised. "You're more than just a cyborg. You're almost a whole new life form..."

Ritsuko's heart began to beat faster. It was one thing to be a cybernetic freak-show... But to be called, literally, a new life form was almost too much.

"It's wonderful!" Maya commented. That took Ritsuko completely off guard.

"Wonderful?! How?"

"Sempai, I've been working on getting a doctorate of my own in organic chemistry. I've postulated that it was possible to create a life form that mimics machinery, even made of metal and organic compounds without outside interference. In fact, I'm planning on writing my dissertation on it. You represent the very thing I postulated could exist... A superior life form with the properties of organics and machines combined. You're perfect!"

"You're biased," Ritsuko pointed out with a slight chuckle. It was at that moment that Ritsuko realized that it didn't matter at all if she was becoming a freak or a new form of life... She was accepted by the one person to whom that even mattered to. That was all she needed.

"And you're repairable," Maya replied. "All I have to do is reprogram the nanties and make sure the hive isn't damaged."

"Can you…reverse this process?" Ritsuko asked.

Maya's face fell slightly. "I'm sorry, Sempai... But the process has progressed too far. Most of your internal organs now have techno organic components... If I try to reverse the process to separate you from the rig... You'll die."

Ritsuko's face fell a little. "I see. Oh well, guess I'll just have to get used to being a–"

"Don't say it!" Maya cut. "You are not a freak! You are unique. You are special. And that's all there is to it."

Ritsuko chuckled. "Ever the optimist..."

"Well, I have to be, especially since you're such a pessimist."

"Realist," Ritsuko corrected.

"Your Realism is just a pessimistic viewpoint of what you see every day."

Ritsuko chuckled. "Ok then. How long will it take for you to reprogram the nanites?"

"Give me an hour. Oh and you don't have to hold that right now."

Ritsuko put the lead down and watched Maya as she worked. An hour later, Maya had her hold the lead up to her chest again and transmitted the revised programming code to the nanite hive.

"That should do it," Maya replied. "It'll take a couple of days for the repairs to be made to your body but you should be feeling a lot better very soon."

"I owe you my life," Ritsuko said. "I don't know how to thank you."

Maya stood up and stepped closer to Ritsuko, snaking her arms around the girl to rest between the connection points of her upper tentacles.

"I can think a few ways," she said softly, though with a slight blush.

"Don't you think we should wait on that, my dear?" Ritsuko snaked her arms around her young lover gently.

"Well, we're going to have to figure out how to work around these," Maya replied as she ran a hand over one of the tentacles.

"God, this is awkward," Ritsuko said with a blush of her own. "Almost feels like this was something I saw in a manga somewhere."

Maya laughed despite the fact that she was turning a little red at what Ritsuko was implying. Before the older woman could say anything else embarrassing, Maya kissed the doctor. Ritsuko fell into step with her without hesitation.

* * *

Ritsuko woke up late that afternoon alone. She got up into a kneeling position, holding the sheet to her chest as she did so. She already started feeling better than she did last night, but she didn't feel 100 percent yet. She lowered the sheet and examined how the rig was fused to her rib cage. It looked a lot less skewed this time, though it still had a bit to go. Also the flesh around it looked less inflamed and there was a smoother transition between the skin and the metal.

As she shifted to the edge of the bed and stood up, she could see Maya took the time to lay out some clothes for her, including a backless shirt so she could cover up. First, she took a shower. It was the first hot shower she had had since this whole situation started, and she was glad the rig was waterproof.

Once clean, she got dressed and proceeded to walk into the living room where Miku and Chester were lounging on the sofa. Taka meanwhile was lying in the beam of sunlight that managed to pierce the blinds of the apartment.

Suddenly she heard the locking mechanism of the door trigger. She immediately went on guard with all four tentacles poised to strike at the first sign of trouble. But when the door opened she relaxed as she saw that it was only Maya, struggling with the bags she brought in.

"Let me help with that," she said as her tentacle arms gently took the packages from her and she walked them into the kitchen.

"I didn't even expect you to be awake!" Maya said with happy surprise. "How do you feel?"

"Better than I did," she replied. "I guess the new programming is doing the trick. Thanks."

"What else could I do?" she replied. "You're too important to me."

Ritsuko stopped. "I know I am. I see you the same way... But this is dangerous."

Silence reigned for a few moments. "I know," Maya reluctantly admitted. "You'll probably leave at nightfall..."

"I have to," Ritsuko replied. "I can't be found here. Otherwise you would be in a lot of trouble."

"I don't care," Maya said resolutely.

"You can't—"

"I do," Maya interrupted. "I just told you that you are the most important thing in my life. That implies that _everything_ is secondary. I won't lose you, Sempai."

Maya walked into her, wrapping her arms around her in an almost desperate hold. Ritsuko returned the gesture, even allowing two of her tentacles arms to encircle her as well to emphasize the touch.

"You won't... But I have to finish what I started."

"But why?!" Maya cried. "You're hurting people, destroying property, and causing so much suffering. You even hurt Shinji!" Maya really sounded upset about the last part. "And for what?"

"There is a Latin phrase that I've always followed, Maya. It's _'exitus acta probat'_. Do you know what that means?"

Maya nodded but didn't let go. "And what end could possibly justify everything you're doing? You honestly believe this will save the world?"

"I believe it enough that I am willing to sacrifice everything to see it come to fruition."

There was silence between them for a few minutes as they simply held each other and tried to hold on to the memory of that feeling. It was Maya who finally broke the silence.

"Okay."

"Okay what?" Ritsuko questioned.

"You should finish what you started."

"Maya…?"

"No, I'm serious." Maya pulled herself back from her Sempai. "I believe in you, Sempai. So if you tell me that this technology will make everything right... Then you have to finish it."

Ritsuko considered her lover carefully for any sign of insincerity or sarcasm. She realized immediately that there was none... Maya truly believed in her.

"Even after all that talk of infeasibility at the meeting?"

"Even after all of that," Maya replied. "I told you NERV didn't have the funds to spare... but you're not using NERV's resources now, are you?"

"Not really… No… Just the rig."

"That doesn't count," Maya corrected. "It's a permanent part of you now."

"Thanks for reminding me," Ritsuko replied sadly.

"I don't care about that and you know it. And that's all that should matter."

Ritusko smiled somewhat sadly. "I guess you're right. You're the only person besides myself I have to answer to now."

Maya returned the smile though it was also sad. "It's probably about time."

Ritsuko's eyes drifted towards the windows which no longer had bright sunlight pouring through them. She peeked out the blinds and noticed that the sun was down, and only some orange remained in its wake. It was dark enough for her to leave.

"I see. I hope we can see each other again soon."

"So do I," Maya said sadly, looking like she was going to cry.

"Maya," Ritsuko whispered as she held her friend again.

"I... I'm so sorry, Sempai," Maya cried silently. "I'm going to worry to death about you now that I know you're still alive."

"I know... but I couldn't let you think I was dead anymore..."

* * *

Outside about a block down, Herman Shultz lit a cigarette wondering how this day could get better for him. His investigations into where Doctor Octopus escaped too have yielded no fruit, and he knew The Kingpin was getting upset about not having her yet. As he blew out the first breath, he noticed someone he thought looked like Ritsuko leaving an apartment just down the block. He pulled a pair of binoculars from his trench coat and hid as best he could around the corner of the building.

He watched as Doctor Octopus left the apartment, and saw a younger looking girl walking her out. At first he thought maybe she was a family member or something until he saw something that made him cringe.

The younger woman kissed her full on the lips. In fact it looked like they were trying to message each other's tonsils.

"So, Doc Ock is a lesbian," he whispered to himself. "Who'd have thunk it? Guess I should have looked at Ritsuko's profile a little closer... Ritsuko's profile... of course!" Herman pulled a data-pad from his backpack and quickly scanned over the data he had on Ritsuko. It didn't take him long to see the name.

"That's her... Major Maya Ibuki. Oh, the Kingpin is going to love this."

* * *

The doors were suddenly ripped from their hinges. Machine guns opened fire but the shots hit nothing as a whirlwind of steel tentacles moved in. Another night and yet another one of the Kingpin's warehouses attacked by the infamous Doctor Octopus. Despite their best efforts, no shots were getting though as the super-villain quickly threw men and boxes aside like children's toys and smashed through every barrier to her progress. The remaining men that could flee wisely did so. Those that could not had a very bad night, assuming they survived this sudden assault.

As Doctor Octopus finally came to rest her tentacles retracted somewhat. Though her body ached, the rig was now almost fully restored to its proper place on her body.

"This is too easy," said Doctor Octopus. Her eyes scanned everything from behind her sunglasses, taking in every detail. A computer screen nearby lit up.

"Well, it looks like you're back in business, despite Shocker's best efforts," the Kingpin was clearly visible over the link and he had that usual shit-eating grin on his face.

"Wonderful," she said to the image. "I was expected. So what, is the warehouse going to explode or something?"

"Don't be foolish, Doctor. I need you alive. What purpose would it serve to kill you now? No, that isn't part of my plan at all."

Ritsuko didn't like the sound of that.

"No Rhino and no Shocker this time," Ritsuko noted aloud. "What's the game?"

"The game is this. I have something very dear to you... or rather... dear to Doctor Akagi."

Ritsuko's heart skipped a beat. _'He wouldn't... _He_ couldn't!'_

The Kingpin panned the camera over to where a bound up and obviously weakened Maya Ibuki was sitting.

"Don't do it," Maya called out. "You can still win!"

"Shut up," Shocker yelled and back handed the girl.

"You fucking bastards," Doctor Octopus growled out. "When I get my hands on you..."

"Take any offensive action against us and I promise you, I'll send her back to you in pieces," the Kingpin threatened. "I'm done playing softball with you, Doctor. Give yourself over to me, and I'll be more than happy to let her go. Try anything funny... and she dies."

"I get the picture," she replied in defeat. But inside, Ritsuko was already planning to betray the Kingpin... She knew Maya probably already knew far too much for the fat man to simply allow her to leave. She would bide her time and figure something out on the fly.

After all, she used to work for NERV. Flying by the seat of your pants there wasn't simply an option: it was a mission statement...

* * *

**To Be Continued...**

* * *

_It won't give up it wants me dead and goddamn this noise inside my head,  
It won't give up it wants me dead and goddamn this noise inside my head,  
It won't give up it wants me dead and goddamn this noise inside my head,  
It won't give up it wants me dead and goddamn this noise inside my head..._


	8. Dangerous Liaisons, Part II

**VIII: Dangerous Liaisons, Part II**

* * *

"No, Anako, I really don't care that much at all," came the aggressive voice of Shinji.

"But... Ma– I mean, Shinji-kun..." The conference room contained only the two of them, and Shinji was already fully equipped in his Spiderman costume and ready to leave.

"The Commander can kiss my ass for all I care," he yelled. "Maya is my friend too. She's been reported missing for over four hours now and Section-2 still doesn't know anything. I'm going out there and I'm going to find her myself."

"But why not let Section-2 handle it?"

"Because Section-2 doesn't have a damned clue."

"And you do?" Anako challenged uncharacteristically.

Shinji stopped a moment. "No, but I can find out. Someone has to know something... It's just the matter of finding the right person."

"I can't hide the fact that you're leaving from the Commander."

"I know, and I'll deal with the fallout later."

* * *

"Persistent... Just like his father."

That was all Misato could really say when the report was given to her by Noboru Tashima.

"Some would know better than others, I guess," he replied.

"And just what is _that _supposed to mean?"

"Nothing," Tashima said immediately. "I am a late arrival, remember? I know little of the Third."

"Shinji," Misato corrected.

"My apologies…Shinji. Either way, I don't know him well."

"But you knew Gendo," she pointed out.

"Yes," Tashima admitted. "Gendo was the one who appointed me to the job before the arrival of the Fifteenth Angel. I knew him well enough."

"Do you think I'm acting like Gendo?" Misato questioned.

Tashima took a moment to consider his answer carefully. "In some ways, I guess. But considering the tremendous stress you are facing lately, it may perhaps be the only way to really deal with the situation and retain your sanity."

"I think you're the only person in this entire organization that appreciates what I'm going through."

"I live to serve," Tashima replied. "Which reminds me, Lieutenant Anako had taken an interest in an attempted login to the MAGI using a nonexistent username… IG_R14:10. She said she couldn't trace down the location the attempt came from."

Misato said nothing as she relaxed into the infamous 'Gendo Pose'.

"That means it had to come from a protected terminal. So, it was either any of the 76 terminals down in Terminal Dogma…or this one in your office."

"Is it really nonexistent?" she asked.

"Now, yes. But during the Angel War, there was a user who used that particular username."

"Who?"

Tashima paused before answering. "Supreme Commander Ikari Gendo."

"I see," she replied.

"Would you like to tell me what's going on with you, Commander?" His voice actually sounded concerned rather than accusing.

"I was hoping to access the MAGI using the commander's secure login for research purposes," she lied. "I didn't want what I was doing to be on the record."

"I see," Tashima replied. "Might I suggest you refrain from trying to use that network ID again? I convinced Anako it was nothing but a malfunction or mistake, but she is the curious type."

"I know," Misato replied. "She's good at what she does too. It would be a shame to have to liquidate her."

"Indeed," Tashima agreed.

"Any chance I can have a secure ID created for the MAGI for those purposes?"

"Unfortunately, our resident MAGI experts are either insane or kidnapped at the moment... Speaking of which, what do we do about Major Ikari?"

"Let him be," she replied. "He might actually find her."

"I certainly hope he does."

* * *

Ritsuko carefully made her way over the buildings in the downtown area. She got a good look at the drop point but didn't like how it left her with little in the way of "wiggle room" for coming up with an idea. The meeting was soon, and Ritsuko was running out of ideas.

"I might have to turn myself in," she whispered to herself. "If only for now."

"Rits!" came a voice she didn't want to hear.

"Not again," she hissed as she turned to face Spiderman. Three of her tentacle arms held the outer walls of the tall stone building suspending her a good 50 stories up as he swung in. He landed on the building near but didn't make any motion to indicate he wanted to attack. "I told you... My name is Doctor Octopus now."

"Sorry, Doc," he said with a very slight mocking tone. "Mind if I call you Doc? Your name is a bit of a mouthful."

"Doc or Doc Ock is fine if you insist."

"Look, we know about Maya. I wanna help you."

"How the hell did you find me anyway? I admit I'm not exactly a master of stealth..."

"Could of fooled us," Spiderman interjected. "How the _hell _have you been evading us anyway?"

"My secrets are my own," Doc Ock quickly replied. "Now answer the question!"

"Jeeze, calm down!" he replied holding his hands up defensively. "I was looking for the usual suspects to question regarding Maya's disappearance and I happened to be in this neighborhood when 'lo and behold', here you are."

"How convenient, though your story is at least plausible."

"I want to help you, Doc," he repeated. "Rits... please... This is Shinji you're talking to... you know, the guy who moved heaven and Earth to give you another chance? You can trust me!"

"I'd like to, but our first meeting didn't exactly go well."

"Hey, you killed people and stole stuff. What was I supposed to do, slap you on the wrist and send you on your merry? NERV is still willing to–"

"I don't care about NERV!" she cut in. "All I care about right now is my Maya and keeping her safe. This is something you can't help me with... so stop following me... unless you wanna get thrown around like a FedEx package in an upscale neighborhood again."

Spiderman watched as Ritsuko climbed around the building and left the area.

"Sorry, Rits," he whispered, "but Maya is my friend too..."

* * *

On top of a building downtown, the Kingpin stood leaning only slightly on the cane in front of him, with both his hands over the huge gem that topped it. Herman stood to his left adjusting the settings on his lethal gauntlets as Eddie stood to his right with a Tommy Gun slung over his shoulder. In front of them was a line of Kingpin's most ruthless enforcers. As they watched Doctor Octopus approach the building they fanned out into a "U" shaped firing line to block any potential escape routes.

Kingpin smiled slightly without showing his teeth. So far everything was going according to plan. He still couldn't figure out how someone like Ritsuko could fall to lesbianism, something he was strongly opposed to, but a hostage was a hostage. The end effect would be the same; he'd have exactly what he wanted, and nothing could stop him.

Ritsuko landed unceremoniously at the end of the building and confidently walked forward. Her tentacles seemed to writhe and snap at nearby men as if testing their nerves. Her face was stoic and nearly emotionless.

"So here we are again," Kingpin said with confidence. "Now you see that in the end, I _always _get what I want."

"First things first, fat-ass," Doctor Octopus snapped insultingly. "Release Maya."

"A deal is a deal," he said causally, and stood aside, revealing Maya tied to a chair. Eddie pulled out a switchblade and cut her loose allowing the tech to stand up but a firm hand on her shoulder from Shocker kept her from running to her Sempai.

"Don't do it, Sempai!" she yelled out despite the grip on her. "I'm not worth sacrificing the future for!"

"I'm sorry, Maya," Ritsuko replied. "I knew I never should have involved you in this. I won't risk you. Let her go, Fisk."

"Come to me and I'll do just that," he commanded.

Ritsuko's jaw set on anger but she began to comply anyway.

"I'm sure you realize nothing is beyond my reach now," Kingpin said smugly. "Not even NERV's Tier One Personnel."

Suddenly one of the men on the left side of the U was slammed into by the red and black suited hero of Tokyo-3 causing most of the men on that side to fall in a domino effect.

"Mind if I crash the party?" Spiderman quipped as he fired several web balls into the opposite line, hopelessly gumming up a few machine guns before the others began to fire, forcing him into a side flip to evade the shots.

"Damn it!" Doc Ock yelled as her tentacle arms sprang into action instantly to block stray shots aimed at her. "I told you not to interfere!"

"She's my friend too!" he countered as he pulled Eddie to the ground with a pair of well-aimed web-lines. Maya instantly ran to the side out of the range of the combat as all hell broke loose around her.

Shocker took aim and unleashed a near-continuous volley of vibrating air. Spiderman managed to dodge the first set, and after watching the concrete nearly shatter on impact from the initial blast, made it a point to dodge the others.

Doc Ock meanwhile concentrated on the other line, launching a tentacle interspaced here and there at the enemies between blocks, throwing them off the building or pulling them in to use as human shields.

"Can't you go five minutes without killing someone?!" Spiderman called out in dismay as he helplessly watched men being flung to their deaths or put into the path of angry lead projectiles.

"I'm sorry, I can't hear you over the sound of these guys trying to kill me!" she yelled back.

"Hold your fire, dammit!" Fisk yelled. "Don't shoot the Octopus! We need her!"

"I'm not coming willingly and you damn well know it!" Doc Ock yelled as she launched one of his own men at him forcing the fat man to prove he was a bit faster than his bulk would seem to allow. He easily ducked the attempt to mow him down.

Eddie finally got up and unleashes a hail of lead from his gun at Spiderman, knowing he was at least expendable. Before the hail could strike the already distracted hero, one of Doc Ock's tentacles grabbed him and pulled him out of the line of fire.

"Hey!"

"You're welcome," Doc Ock said sardonically, as two free tendrils blocked additional shots from the men that apparently stopped listening to Kingpin's orders. "You should have stayed out of this, I was forming a plan."

"The kind that gets you captured?"

"I was working on that part!" she yelled back and chucked a large concrete block into another guy sending him over the edge.

"And can you please stop killing them?" he pleaded.

"No." The finality of her tone suggested that he stop asking.

Spiderman leapt upon another target and beat him until he blacked out. He launched web lines at Eddie again, but only managed to get his gun from him. That was enough as it took him out of the battle. More machine gun fire forced him to leap away from the area.

Maya watched with fear as Ritsuko was in the middle of hell. Fisk was desperately trying to get his men to stop trying to kill her, but considering how many of them she already slaughtered, he realized this was not possible.

"Shocker!" he yelled, and Herman knew exactly what he wanted. He powered up his gauntlets again and prepared to fire a blast into The Doctor that her tentacles wouldn't be able to block. He remembered how much punishment she could take, so he wasn't holding back.

"Look out!" Maya yelled as she summoned up the last of her courage and rammed into Ritsuko hard just as Herman released the triggers.

Ritsuko got her balance back in time to see Maya thrown back from the impact. Blood flew from her nose and mouth as she took a direct hit from the lethal air blasts.

"Maya!" she screamed as she turned towards Shocker.

"Bitch deserved it," Shocker mused as he took aim again. Spiderman slammed into him before he could fire again and slammed his unprotected head into the ground. Just as Spiderman, in his anger, was about to hit him again to make sure he stayed down for the time being, he was kicked hard in the side, knocking him up a bit. He caught sight of Kingpin bringing a pair of heavy fists down on him, but was unable to stop the attack from coming. He hit the concrete after the impact hard enough to bounce a good four inches off the ground.

Before Fisk could bring his foot down on Spiderman a block of concrete blindsided him from Doctor Octopus and sent him through the glass door of the penthouse behind him. Spiderman got his breath and looked towards Doctor Octopus in time to see the woman he thought he knew do things he never would have considered her capable of.

A tentacle grasped one of the men still firing around the lower abdomen and crushed him until his upper body came loose of the ruin of the remainder. Another grabbed a man by the head and slammed him into the ground until he was decapitated. One man tried to get at Ritsuko herself and he was kicked back into another claw that grabbed him by the legs and whipped him around. It suddenly put all that built up force into slamming him into the ground over and over again. Blood ran across the concrete and the roof was splattered with gore. Ritsuko was beyond reason, beyond sanity... and the remainder of the Kingpin's men got a glimpse of hell before they were unceremoniously sent there, screaming the whole way.

"Kami..." was all Shinji could say... and his voice was barely a whisper.

Now that Doc Ock was safe from attacks, she went to Maya who was trying to get up and coughing up blood while doing so.

"Maya!" she cried again. The poor injured girl couldn't answer. Ritsuko pulled out her hand scanner and started quickly scanning to see if she could repair the damage. Spiderman managed finally to get to his feet and started to approach. The doctor came to the realization that she could be saved but she was in bad condition and she couldn't help her here.

Before Shinji could get closer, one of her tentacle claws came down hard in front of him causing him to freeze.

"I told you _not _to interfere!" she screamed. "And you didn't listen!"

"I... I just..." Shinji had hard time forming words. He was worried about Maya but he didn't know what he could say to make Ritsuko let him get closer.

The Doctor scooped up the injured girl, cradling her in her arms. "This is your fault," she hissed at him. "Yours."

Her tentacle arms proceeded to get her out of there before any more of Kingpins goons could show up. Shinji looked back and saw Kingpin was gone but more of his men were on their way and decided this would be a good time to leave as well. He jumped off the building away from the offending bullets and tried to double back to find Ritsuko's trail.

As usual... she somehow managed to give Shinji the slip.

* * *

Ritsuko took a few minutes to stabilize Maya in the underworks between the first and second armor layers before taking her home to her hideout. There, Ritsuko used her stolen medical supplies to keep Maya's lungs blood-free while her body started the slow process of healing the injuries. Maya, being as thin as she was, actually weathered the attack well, likely because the vibrations passed through her so quickly. But they still cracked several bones and did some damage to her lungs.

Ritsuko was thankful that the lung damage was relatively minor and healing quickly. The bone damage would be a different story. She stripped the girl and cleaned her up, wrapping her damaged ribs before redressing her in a spare set of loose fitting clothing and a shirt she hadn't modified for her tentacle arms yet.

Using two of her tentacles, she gently laid the girl in her own bed and covered her up. When she was finally assured that Maya was safe and stable, she left the room back into the main work area. Several sub-experiments related to the reactor were in the process of disassembly on tables nearby.

Ritsuko sighed as she stood at the table before her lip trembled and her rage exploded to the surface. Her tentacles lashed out, destroying everything within reach. With a cry of rage she flipped tables and smashed useless materials until her anger was finally spent nearly a minute later.

She dropped to her hands and knees with her tentacles touching the ground near her, and started crying hard. Ritsuko never wanted Maya to get involved in this and now she nearly died over it. But she could have fixed it... She could have saved Maya... But then...

"Spiderman," her voice hissed. "... Shinji... Damn you... Why did you have to interfere?! I had it under control! If you hadn't... "

She stopped herself... Did she really know that for sure? Wasn't it more likely that the Kingpin would have had both of them now? Maya would have been held hostage to ensure her loyalty to the madman, and he would have the technology by now.

"No... It doesn't matter. He's still responsible for this."

She stood back up, wiping the tears from her eyes as her tentacles began to writhe around her.

"I can still fix this... I can still win... All I have to do is finish what I started. Maya would never forgive me if I abandoned my dream now." She looked towards the room where her love slept. "I hope you will sleep well, but I doubt it after the day you've had..."

Ritsuko used a tentacle to grab her stool and put it in front of her computer, one of the few objects in this room that escaped her wrath, and went back to refining her calculations. Come hell or high water, she would finish what she had begun...

* * *

**End of Chapter VIII**

* * *

_It won't give up it wants me dead and goddamn this noise inside my head,_

_It won't give up it wants me dead and goddamn this noise inside my head,_

_It won't give up it wants me dead and goddamn this noise inside my head,_

_It won't give up it wants me dead and goddamn this noise inside my head_

* * *

**A/N:** Review replies... yeah... Sorry I haven't done these in a bit, I'll do the two most recent chapters.

**Jimbo86:** Yeah... yeah... Happenstance sucks that way.

**From Chapter 6**

**Belthasar: **Ritsuko has yet to truly accept just how hard it's going to be to fulfill her ultimate goal. In her perspective it's all about getting her reactor online and proving to responsible people that it works. Kingpin is becoming an obstacle to he progress that is becoming more and more damaging. Though she was able to surmount the current problem thanks to Maya's ingenuity and work with nanites, she now has to deal with the fact that she dragged her into the same war she's been fighting solo ever since she decided what needed to be done. Not looking good for her? Yeah, that doesn't quite cover it...

**Jimbo86:** It's a lot more complicated than that.

**Sundance and Others:** Thanks for pointing out the problems with this chapter. I've dealt with the issue now to the best of my knowledge.


	9. Reptiles and Rehab

**IX: Reptiles and Rehab**

* * *

"You wanted to see me?" Doctor Connors asked. He didn't like being in this rather cavernous office, but he felt more at home here than in any office held by any of his previous superiors.

"I have a few questions for you, Doctor," Commander Katsuragi replied without getting up. "And based on your answers, perhaps something more."

"Go ahead and ask away," he replied nonchalantly.

"It concerns the lizards you keep in the laboratory, and the large number of laboratory rats you've been disposing of."

"Ah... that," he paused as he considered his answer. He decided on the truth. "As you're well aware, I was a battlefield triage surgeon in the US Military. It was during my last mission that I became a statistic of war and lost my right arm. Since then I've been working on a way to restore the limb."

"How?"

"Reptiles are interesting creatures," he explained. "Many lizard species have the ability to drop their tails off to escape a predator. These same creatures can regenerate that tail over time. If I can harness that part of their genetic structure, I can regrow my lost arm. But this is just the beginning! Think of it, Commander: the ability to regenerate even the most grievous of wounds. Soldiers need not die needlessly or suffer the loss of a limb forever. The medical applications are beyond measure!"

"You almost sound like Ritsuko," she noted, earning a look of barely contained anger from the doctor. "However, you've shown remarkable progress with little cost to NERV. This may be 'fringe science' at its best, but this is closer than we've ever come."

"What is it you're not telling me?"

"We know you've been utilizing part of the DNA chain of the Alien Symbiote," Misato replied calmly. Doctor Connors felt his heart skip a beat as he realized they must have tested some of the charred rats. "Do you believe you can perfect this procedure?"

"Given enough time," he answered honestly.

"I appreciate your candor in the matter," Misato replied. "We need someone with your skills to take over Project-E. However I want you to make sure you schedule enough time to continue your own experiments. I have a few other engineers and doctors I will assign to Project-E to allow you to do just that."

"Wait... You're letting me continue?"

"Yes."

"Even though I'm playing with dangerous DNA samples?"

"Do I need to repeat myself, doctor?"

He paused. "No, of course not."

"Then we have nothing further to discuss. The additional staff will join you in the laboratory in two hours. Make sure they are properly briefed and settled in. Then continue work on the regeneration program. Dismissed."

Doctor Connors bowed politely and left the room in a hurry, in case Misato suddenly came to her senses.

* * *

For the better part of the last year, a citizen appointed collective of representatives ran the former United States. Now that the country was back in one piece, a new president was elected.

Roger Johnson was President of the United States for 14 days. This tenure broke the original record for shortest term in office which was held by the ninth president, William Henry Harrison. His record was a whopping 32 days before he died from complications pertaining to his pneumonia. Roger faced a much worse situation.

Standing less than 20 feet from him was a man in a black spec ops uniform with blue eyes and blonde hair. This was the man who originally threw the entire country into a panic, the mad dictator himself.

"Mister Cartigan, I presume," Roger's Secretary of State, Joseph Henridge said as he was pulled in.

"Mister Henridge," Andrew greeted calmly. "So nice to see you at last."

"Whatever it is, I'm not interested."

Roger tried his binds again only to find they were just as firm as they were before. He hated being forced to kneel on this floor. His knees hurt badly.

"I'm sorry to hear that. But hear me out anyway." He nodded to one of his men who dragged a chair over for the secretary to sit in. "The people of this country have a lot of faith in you. If you endorse me, it would mean a lot to the future stability of this country."

"I won't let you control this country again."

"I already control it," Andrew calmly pointed out. "I've owned it now for the better part of two years."

"But you..." the secretary caught himself as the wheels in his head began to turn faster. In order to increase the labor force of the United States, men were pulled out of the prisons during the last six months or so in larger and larger groups. Many of these men were imprisoned before Andrew took control of the country. Andrew spent a year in prison, but he was moved from jail to jail to keep his supporters from being able to mount a rescue mission. And when prisoners are being moved to different parts of the country to help rebuild it... word traveled fast.

"Ah, I see you put it together. My first assaults against Mexico and Canada were little more than probing attacks meant to turn them against me. It was a test of their combat abilities and their resolve. I was impressed with how much I learned. Once I was put in prison, my supporters were instructed to attempt to release me any chance they got, forcing you to keep me moving every few weeks or so. I've been in over 30 prisons in the last year. Do you know what I found?"

He paused as a look of shock came over the face of the secretary, then he continued. "That most of the inmates of this country were not happy with the way society worked in general. I told them what they needed to hear. Did you notice how it seemed like I suddenly had supporters in all 48 continental states? Didn't any of you question where they came from? The prisoners I befriended had friends in different states and they got to talking to each other whenever they were allowed visitors. These free men then joined my forces with the promise of their comrades being freed as soon as I gained power, which I have. And in return, these former inmates swore their loyalty to me, all because I gave them true power and freedom.

"My army is larger than ever. The strong follow me and the weak cower with you. But even the weak can be of use to society. Join me, Joseph... Together we can bring order to this entire continent, and perhaps one day... the world."

Joseph considered his words but he already knew what his answer was. He nodded slowly before he responded.

"You have my loyalty," the old man answered.

"Damn it, Joseph," Roger pleaded. "Don't do this! This man is evil!"

"I'm sorry Roger, but he's right," Joseph replied. "Andrew owned this country two years ago. All we did was help him in solidifying his rule."

"Unfortunately for you," Andrew began as he turned towards Roger. "You are a symbol of the old ways. The people need to know that the old ways are dead. Therefore, you need to become a new symbol." He nodded to his men who grabbed the old President and dragged him across the floor of the oval office towards the balcony. Roger kicked and fought as well as he could but to no avail.

"It's barbaric, but it is effective," Andrew continued as he flipped out a blade and examined the edge. As Roger felt a noose go over his head and neck he struggled harder. "The only way to solidify the idea that the old regime is dead is to properly horrify the masses with its end... by a demonstration."

He dragged the blade across Roger's torso, carving it from breast bone to his underbelly. The pain was overshadowed by the sickening feeling of the structural integrity of his abdominal cavity being compromised. He scarcely even noticed the wet feeling of his blood soaking into his clothing.

"Auf Wiedersehen, President Johnson." And with those last words Andrew pushed him over the side. He heard the screams of the people on Pennsylvania Avenue as he fell, but it was brief. His stomach felt like it dropped to the floor a fraction of second before a resounding crack entered his skull. It was the last thing to do so.

He never heard the horrified screams of the onlookers as his bowels spilled into the Rose Garden a fraction of a second later...

* * *

"Stop blaming yourself," Misato said, almost commandingly.

"I can't help it!" Shinji nearly yelled. He walked back in forth in front of Misato's desk as he recanted his tale. "I shouldn't have interfered."

"Shinji-kun! Stop this right now!"

He froze. For the first time in a while she sounded less like _Commander_ Katsuragi and more like Misato-san... like he remembered. She looked saddened at him as she collected herself to continue speaking.

"It wasn't your fault! You did what you felt was right. You took the best shot you could. We wouldn't have had a better shot at getting her back."

"Is she lost to us now?" he asked tentatively.

"There is little I can do at this rate," she explained. "If we manage to capture her, we can detain her here and try to beg for leniency. But the more damage she does, the less likely we can get it, and the less I can do for her. I don't want Rits to get incarcerated again, but if she doesn't stop this, I can guarantee that that's exactly what will happen."

Shinji sighed. "I have to find her."

"And soon," Misato added. "It seems like she's decided to go to war with Wilson Fisk of all people. This guy is bad news. We have enough information that basically paints us a picture of an underworld leader, if not _the _underworld leader."

"The Kingpin," Shinji whispered in response. "He seemed the type... and he hits like a wrecking ball."

"We have to find her before this war between them gets out of hand. We find her, we find Maya as well."

* * *

"So far so good," Ritsuko said to herself as she began to collect the supplies. It's been a few days since Ritsuko's last meeting with anything related to The Kingpin. It was another day, and she was in another warehouse owned by the notorious underworld leader. This time, she wasn't looking for metals or circuit boards... nor was she looking for any high tech circuit breakers or computer systems. This time, her goal was far more precious to her.

The warehouse she attacked this time contained medical stockpiles meant for the open market. Many of the materials here ended up into the hands of organized crime syndicates meant to heal their wounded during their own raids and run-ins with the law. So it was little concern to her that she was stealing something like this.

"We figured you'd try this," came the voice of Herman Shultz as he entered the main floor. This time, instead of a business suit, he appeared to be wearing some kind of quilted armor, all black with some light plating at key points.

"Shocker," Doctor Octopus noted. "I was almost _hoping_ to run into you. I owe you a _lot_ of pain."

"For that little lesbo bitch I take it?" he taunted. "I can't believe you of all people would be a lesbian. I thought that was taboo in your country. Why in the blue fuck would you allow yourself to fall in love with another woman?"

"That's none of your concern," she snapped. "My feelings are my own, and I love who I chose. Besides, the last man I fell in love with was a real bastard. At least _she _won't treat me poorly or abandon me once the next purple-haired, big breasted woman walks in the door."

"Commander Katsuragi? Wow, the fucked-up never stops with you, does it?" He unleashed a blast from his gauntlets at the end of his sentence, but Doctor Octopus was far too quick this time.

"You're running out of tricks, Shocker," she taunted as one of her claws grasped a support strut and threw it at Shocker. To her surprise, he fired on the flying metal strut and the force of the blast easily turned the heavy metal aside.

"And you're predictable," he countered. He jumped back away from the pair of tentacle claws that came down upon his position and fired back just as fast. Ritsuko blocked the attack with the other two tentacles, but as the burst was transferred via air pressure, some of the blast still hit her, dazing her for a moment. She recovered and slammed two claws back into the wall before she hit it to stop her movement. Then she quickly climbed the wall, avoiding a follow up blast.

"Looks like I can give you a better workout than Rhino can. No surprise really; he's a big dumb animal, after all."

Suddenly a series of crates flew at Shocker from behind a wall of them. He fired his gauntlets as fast as he could to deflect the heavy projectiles but one of them managed to get though his line of fire and slammed into him, sending him into a wall. Doctor Octopus tried to capitalize on that moment of weakness but Shocker managed to get a full powered blast from both gauntlets into her just as she got within range. The force threw her backwards and into another support strut, taking it out in the process.

Doc Ock turned on her side and coughed up a mass of blood.

"Oh you're going to pay for that," she hissed as she quickly got on her tentacles to avoid another blast.

"I doubt it," he replied. "I have the advantage here." He sent rapid pulses towards her keeping her on the move and unable to formulate a retaliation strategy. "Face it, you're outmatched."

"You have superior firepower, I admit," Doctor Octopus noted. "But I'm still going to win."

"Oh really?" Shocker taunted. "And just how are you going to do that?"

"You're pretty smart, right? Haven't you figured out what I'm doing?" Another blast barely missed Doctor Octopus, taking out another vertical support strut.

"Oh... fuck," Shocker looked up in time to see a large section of the aluminum and steel roof collapse on top of him, pinning him down.

"Too bad, I can't stay to finish the job," Doctor Octopus taunted as the sounds of the bolts of machine guns being pulled resounded throughout the warehouse. The sounds of the discharging weapons were heard moments later as Shocker used his gauntlets to blow the debris off of him.

Standing up to his full height, he could see that the men were aiming for the hole. Not only did she take him out of the fight, but she made herself an escape route in the process.

"Perhaps next time, you'll think before opening fire," came the annoyed voice of The Kingpin over the warehouse's speaker systems.

Herman grumbled to himself, promising to get her back for that later.

* * *

Deep under NERV Central was a series of labs that functioned as the working area for Project-E and its attempted enhancements. Though the new units had already proven themselves in combat plenty of times, there was always room for improvement.

Further from these labs was a laboratory full of reptile specimens and the world's most expensive chemistry set. Doctor Connors continued to work on his miracle and was finally nearing completion.

"At last," he said with satisfaction. He had already tested the formula on a rat and a rabbit and got the same results with each; total regeneration of lost limbs. It worked, just as he knew it would, and now he could reap the rewards of his success.

He took up the test tube and checked the quality of the liquid before pouring it into a smaller bottle and loading it into an injector gun. A small part of him attempted to warn him that the serum needed more tests before he should even think about attempting this, but he was tired of waiting. He simply _knew_ the serum would work.

Without further delay, he put the injector to his neck and pulled the trigger. Instantly a series of small needles pierced his flesh and injected the fluid directly into his bloodstream, causing him to reflexively gasp and cry out. He felt a warm feeling come over him as the fluid traveled throughout his body and began to adhere to his cells.

He held forth his stump and watched as it started to grow. Tiny digits appeared on it as it continued to lengthen until it was the same length as his other arm. He clenched the new fist of his right hand, flexing it for the first time since he lost it so long ago.

He laughed aloud as he felt renewed for the first time in too long. Then the rest of his body started feeling more energized, but he dimissed it as simply a positive side effect of the procedure.

"I can report my success to Commander Katsuragi," he said aloud. "She'll be..." his voice trailed off as he noticed that the new skin over his right arm started peeling away, and revealing a scaly texture beneath it.

Suddenly, something twisted within him and his vision spun. He nearly retched as the force of the internal torsion in his body threw him to the ground. Curt thrashed about as scales started to form out of his skin, and his normal human skin was flaking off like dust. His thrashing eventually turned him on his stomach when a tearing sound could be heard. A large lizard tail revealed itself from behind his outfit as his body began to expand. His hair started to fall out as the last of his human skin flaked away. Cracking resounded in the room as his bones rearranged himself and his skull snapped and reformed itself with a snout-like face.

Reptilian eyes opened as the last phase of the transformation was completed. With a loud hiss, he pushed himself onto all fours. Only the tattered remains of the lab outfit hinted at the true identity of the monster. With one last shake off, the creature crawled off into the air system.

* * *

Ritsuko dropped the supplies she stole onto the table as she lay her hand on the lower half of her rib cage.

"That bastard," she whispered. She turned only to have Maya grab hold of her. Ritsuko grunted in pain as silently as she could but was unable to keep completely silent. Two of her tentacle arms steadied her by touching the ground.

"You're hurt again," Maya said softly. She couldn't hide the worry in her voice.

"Shocker," Ritsuko replied. "They expected I might steal the supplies to help you from one of their own storage facilities.

"I worry every time you go out there," Maya said, nearly in tears. Ritsuko wrapped her arms around her and tried to shush her cries.

"I know," she whispered to the young tech. "But this has to be done. I won't let you suffer. Speaking of which, what are you doing out of bed?"

"I heard you come in and..." a pained sound escaped her lips as her body seemed to seize up for a moment.

"Ok, that's enough," Ritsuko gently picked the girl up and walked her back to her bed, gently placing her back within its soft confines. Though Maya did protest a little, the pain prevented her from making much of a fuss.

"You need to rest," Ritsuko told her, kissing her forehead. Before Ritsuko could pull away, Maya wrapped her arms around the older woman and forced her into a deeper display of affection.

Part of Ritsuko still wondered how Maya could be in love with freak like her, but she didn't outwardly question it anymore. She was certain at this point that Maya was the only person keeping her sane... and without her grounding influence, she knew she would go mad.

When they parted, Maya settled back into bed without any further protests. Ritusko smiled gently then retrieved the supplies from the other room. She took her time, making sure there were no further internal injuries using her scanning unit, wrapping Maya's ribs again, and administering her a painkiller so she could sleep better.

Once Maya was finally settled in and falling asleep, Ritusko went back out to the main work area. She took a few painkillers herself and let the nanites in her blood do their job. Silently, she promised herself that she would kill Shocker one of these days.

* * *

Within the drainage system of Tokyo-3, a long abandoned tunnel lay silent. Only the dripping of water resounded throughout the musty tunnel. A pounding sound was suddenly audible. Seconds later, a wall section blew open, revealing a reptilian nightmare in tattered lab apparel. It sniffed the air for a moment before releasing an evil chuckle...

"_Time to hunt..."_

* * *

**End of Chapter IX**

* * *

_How could he know this new dawn's light would change his life forever?_

_Set sail though seas but pulled off course by the light of golden treasure_

_Was he the one causing pain, with his careless dreaming?_

_Been afraid... always afraid, of the things he's feeling_

_He could just be gone,_

_He would just sail on!_

_He would just sail on..._

_-Metallica, Unforgiven III_


	10. Wreckage, Part I

**X: Wreckage, Part I**

* * *

"Just finished our run of Sector 2," one of the Section-2 operatives reported over the communications system. "Still no sign of The Octopus."

"Acknowledged," Spiderman replied as he swung between two close buildings in downtown Tokyo-3. "Proceed to Sector 3."

"Understood, Major."

_'This is getting us nowhere,' _Spiderman thought to himself. _'She's obviously not in the city and trying to find her before she strikes another target here is like locating a needle in a haystack. We have no idea what she still needs, and without knowing that, we're sunk.'_

"Major, be advised. Possible disturbance in Sector 5. Section-4 operatives are being dispatched, but uh, Major?"

"What is it?" Spiderman said over the communications link.

"It's not her... It's something else entirely."

_'That's all I need tonight,' _he lamented. "Copy that. On my way."

He swung hard to the right heading straight into the designated area. There on a building nearby, a spotlight from a nearby helicopter highlighted a creature that seemed completely unconcerned by the attention.

"The hell is that?" he said aloud as he got closer. "Some kind of huge iguana on steroids? As if the shit in this town couldn't get any weirder."

As he got closer, he noticed the blood around its mouth, and the mostly devoured corpse of a civilian by its feet. That alone prompted him to swing into the monster at full speed and feet first. The Lizard flew back rolling once before getting back on its feet in a three point stance and slowing its backwards travel using its claws. A sound akin to nails on a chalkboard magnified over a bullhorn reached Spiderman's ears as the monster slowed to a halt.

"Ok... seriously?" he said with an annoyed tone to his voice. "What is it with this town and attracting monsters that eat people?"

"Ssspiderman," the monster hissed.

"Ok, so you talk," Spiderman noted. "Maybe we can talk this out then." He suddenly noticed the monster was wearing a ragged lab uniform, one that looked like it could have come from NERV. "Why don't we start with 'Who the hell are you'?"

"The future," it replied before pouncing upon Spiderman from a distance the hero wasn't expecting.

Spiderman ended up on his back with The Lizard right on top of him. He barely held back the massive hook-like claws of the fiend and his legs were pinned down by the monster's muscular legs. He could feel the claws slowly sinking into his thighs to gain additional traction.

"Don't know you a full minute yet and I already get the sensation I'm not going to like you," Spiderman deadpanned. The Lizard attempted to bite him in the head but Spiderman was able to dodge, if only barely. As it pulled its head back, Spiderman slammed his head into the creature's snout, dazing it long enough to get free.

Once he had some distance he fired off two webs but missed the target as it ducked too low and ran at him on all fours. Spiderman followed up with a quick series of low web shots at its feet and claws, slowing down the monster until it could no longer progress forward.

"Ok, _now_ can we talk about this?" he asked the monster, only to watch it rip itself up and out of the web trap with little effort. "I _really_ need to stop using that line." Spiderman dodged the claw swipes aimed at him and used a web line to swing around the building's antenna. He built up a decent amount of speed and let go, hoping to propel himself directly into the monster feet first to knock it silly. Instead The Lizard blocked and absorbed the hit, sliding only a few feet back and grabbing a hold of Spiderman's legs. He then proceeded to slam him into the ground hard enough to send cracks along the rooftop. As Spiderman tried to get back up, the clawed foot of The Lizard slammed down on him, embedding him into the roof.

"Ow," he managed and quickly got himself free before the foot could come down again. Now forced into direct melee, he quickly threw punches and kicks, back flipping his foot into the creature's snout with the last hit. That strike pushed it away, but as Spiderman tried to follow up, The Lizard quickly spun 180 degrees. The web-crawling hero was whipped with the monster's tail and it felt like he just got nailed with a crowbar. He felt two ribs crack under the pressure and he was thrown into the doorway on the top of the building. Unable to control his fall, he ended up down the first flight of stairs, coming to a stop on the last landing of the stairwell.

As he tried to get back up, The Lizard appeared in the doorway. Spiderman barely noticed the sounds of gunfire as the monster threw itself down the stairs after him faster than he could react. The force sent both of them through several walls and out the other side of the building. Before they could fall very far, The Lizard had both of his clawed feet grasp the wall. He slammed Spiderman into the bricks around him several times before stabbing its hand into his stomach hard.

A cry of pain tore from Spiderman's lungs as the five claws pierced his flesh. The Lizard then proceeded to throw him downward towards street level, but about six floors down, Spiderman managed to grab a ledge, though the pain was making it difficult to do anything but hold on for dear life.

The Lizard quickly skittered down the side of the building towards him, but shots from a high powered rifle stopped him in his tracks. The first bullet missed, but the second hit him in the shoulder.

"Another time perhapsss," he hissed as he let go of the building and fell into the alleyway. The helicopter tried to track him but quickly lost sight.

Shinji took his mask off with his free had and attached it to his belt.

"This has not been a good month for me..." He climbed back up and ended up in the stairwell he was just in. As he recovered and concentrated on regenerating the injuries he just took, he caught sight of an ID card in a plastic cover. Realizing it came from the lab coat the creature was wearing, he picked it up and read it. Sure enough, it was a NERV ID Card.

"Doctor Connors?" he said in a surprised whisper. "What in Kami's name have you done to yourself?!"

* * *

"I think I've finally found a potential solution to my current problem," Doctor Akagi announced as she continued typing away at her computer.

Maya was up and around finally, but she was still regulated by the doctor to go easy on herself for the time being. The young tech leaned over Ritsuko's shoulder, holding on to one of her tentacle arms for support as she read the information on the screen.

"Synthesis?" Maya asked inquisitively.

"Apparently, one of the scientists that studied the Trithic Elements before they were all acquired by Fisk wrote a report. In it, he postulated that the elements were of extra-terrestrial origin, meaning it came to earth via meteors. However, it is possible to synthesize the elements using earth-based chemicals and crystalline metals."

"I see," Maya replied. "Will this be easier than stealing the elements from Fisk?"

"He's got the elements themselves locked up tight enough that it's giving me pause. Besides, I'm not interested in going _yet another_ round with Shocker." Ritsuko seemed very adamant about the last point. "That bastard is _always_ where I need to be."

"So how are you getting the materials then?"

"There are a few suppliers that are less protected that I can lift the stuff from," Doctor Akagi replied.

Of course, Maya didn't look happy about the fact that Ritsuko would be breaking the law yet again, but she understood the goal, and she knew she had to continue this course.

"This one here seems to have everything I need in one place," Doctor Akagi continued. "Should be an easy run."

"Try not to hurt anyone, please," Maya requested softly.

Ritsuko sighed. "I'll try, but if things get bad, I can't promise you that."

Maya reluctantly accepted her answer.

* * *

"Maybe I should start seriously investing in life insurance," Shinji mused as he walked into his home inside NERV. Since the incident with Cartigan, the pilots have returned to standby duty forcing him to live underground with his family.

"Shinji-kun?" Rei called out. He could hear Eve fussing in the background.

"Yeah," he replied as he tossed down his backpack containing his Spiderman costume. He collapsed into their modest sofa as Rei came in and slid next to him and leaned into him. His arm instinctively snaked around her holding her close.

"You got hurt again," she stated.

"Yeah," Shinji replied. "Bad news; Doctor Connors went and turned himself into a monster today."

"Kami," Rei whispered.

"I thought I had problems before," Shinji lamented. "Between Connors going all 'Lizard' on us and Ritsuko off the deep end... I can't do this alone anymore Rei."

"What will you do?" Rei asked.

"I don't know..." Shinji stood up and walked to the window. The view looked out over the Geofront. He idly noted where Kaji's watermelon patch was. Shinji mused that Kaji would know what to do if he were still alive.

Inside herself Rei debated a moment, realizing that the young man didn't have to face this alone.

_We should help, _Venom said to her.

_'He won't be happy,' _she internally replied.

_I know, but you heard what he said... he can't do this alone._

Rei sighed and stood up. "Shinji-kun... we need to talk."

Shinji sighed that worried sigh a man makes when his love says something along those lines. It usually means there is something wrong with the relationship and she needs to be reassured. He thought he was paying enough attention to her but...

"What's on your mind?" Shinji asked.

"You said you can't do this alone anymore, but what if you didn't have to?"

"I don't follow."

"What if I told you that Venom was still alive?"

Shinji's eyes widened at the implication of that. "You can't be serious. You said she was dead!"

"I never said that. I simply said that _I_ can't feel free anymore." She paused allowing Shinji to comprehend what she was about to say. "When Carnage damaged my core, she punched a hole into it but failed to penetrate the inner sphere which is why the damage didn't kill me. When Domino hit us with the anti-symbiote dart, Venom realized that the serum inside it would kill her, so she hid inside my core, entering though the hole Carnage made with her attack. While I regenerated, she bonded with my core and became a permanent part of me. In return she 'fixed' me, moving my core up a few inches and grew a full set of reproductive organs for me. Venom is the reason we have a daughter, Shinji-kun. If it wasn't for her, we'd still be without a child."

Shinji let that mill over in his head a moment. He still found it hard to believe.

"Show me," he asked softly, hoping she wasn't serious about everything.

Rei sighed and closed her eyes. Shinji watched as her black exoskin made its first appearance in a year, covering her outfit and bonding tightly to her body. It didn't cover her face, only her body from the neck down, but the white spider symbol on her chest was unmistakable.

"Venom has changed," Rei asserted. "She doesn't require massive amounts of meat to survive anymore since my core sustains her. She's not aggressive, she's almost a mirror of myself now. But she is still alien, and she is still part of me. Separate, yet a piece of my whole. We can't be separated, we never really could be."

"Why?" Shinji whispered. "Why hide this from me?"

"Venom needed time to prove she wasn't a monster anymore," Rei replied. "And I knew that if you knew Venom was alive, you would have stopped at nothing to try to separate us again. But to do that now, you would have to remove my core... and that would kill me."

Shinji shook his head and turned away.

"Shinji, please," Rei pleaded. "Don't look away from me. This is who I am."

Shinji sighed and turned back to see her.

"I don't..." he tried to think of what to say.

Rei rolled her eyes and launched two tendrils from her arms to entangle him. He made a surprised sound as he was pulled into Rei's arms.

"I fought Carnage, Venom, and the rest of the world it seemed to get you... I'm not letting you go now." Before Shinji could protest Rei kissed him hard. Proving he never could resist her, he fell into the kiss without hesitation.

It was still Rei's lips and tongue... it wasn't the monster... It was still her...

Shinji finally pushed past his misgivings, realizing that Rei was still Rei... no matter if Venom existed or not.

When they parted at last, they looked into each other's eyes.

"Are you sure you want to do this?" Shinji asked.

"I want to help you... we both do."

"You realize, you can't be seen by anyone from NERV as Venom, otherwise..."

"I know," Rei said softly. "I'll stay incognito. I'm good at that."

* * *

Deep in the sewers, Doctor Connors awakened to the sound of running water. The section he was in was wide and relatively clean. Water cascaded nearby, overflows from parts of the city that were still inundated with water. He pushed himself up, and suddenly realized he still had both arms. His right arm however still resembled that of The Lizard, only sized for his human form.

"_You're welcome," _came a dark voice from the shadows.

"Who's there?!" Connors called out looking around.

"_I'm inssside you Curtisss..."_

"What in God's name," he whispered as he realized the voice was coming from inside of him.

"_God? God hasss nothing on me. I'm what you created... I am esssentially you... unbound by the sssilly princssablesss of ethicsss. I am thisss worldsss future."_

"You're a side effect," Curt countered.

"_Am I? Or am I sssimply the persssonification of the real you?"_ Curt's attempt to insult his inner demon was totally ineffective. Curt did have to wonder just how correct it's words were.

"What do you want from me?"

"_From you? Nothing yet. But we need to finish the ssserum."_

"NERV will destroy us once they find out, or worse... dissect us and find out what makes us tick... Commander Katsuragi certainly seemed the type..."

"_Indeed... ssso, we need to find ourssselvesss another patron... Sssomeone who can ussse our ssserum to their advantage and isss willing to front the materialsss and resssourcesss to get it done."_

"But who would..." Connors stopped himself. He already knew the answer to that question. Wilson Fisk had been working to dominate the medical market in Japan for some time. Something like this would easily put him on top, make the fat man a ton of money... and he did reward loyalty well...

"_Ah... we're on the sssame page I sssee. And who knowsss, prehapsss if we work with him, we can get our clawsss on that bitch Akagi."_

"Doesn't matter," Curt countered. "She's small potatoes."

"_And yet you ssstill wassste so much of your hate on her..."_

Curt's jaw set on anger. "Alright... fine... I do hate her. She was undeserving of her stature in NERV and should have stayed in prison. I wouldn't mind killing her off." He couldn't really deny it... After all, he was always quick to anger when Misato compared him to her even briefly.

"What are we waiting for..."

* * *

The metal grate on the floor of the warehouse was pushed up by two metallic claws on the ends of complex tentacles. Once aside, Doctor Octopus pulled herself up using the same tentacle arms and readied for a fight.

"No one here?" she whispered. "This can't be good."

"Your sense of pattern recognition is remarkable as usual," came the sardonic voice of Kingpin.

Her head spun around only to realize the sound was coming over the speakers.

"You have got to be kidding me," Doc Ock said in dismay. "What, you own this company too?"

"I'm assuming you read the report written by Doctor Valker about synthesizing the Trithic Elements, otherwise you wouldn't be here," he replied. "If the elements could be duplicated artificially, don't you think I would do what I could to control those resources? As it stands, this is the only company that produces one of the materials needed to create synthetic Trithic Crystal. It was a simple matter to acquire it quietly, and I've owned it for as long as that report you read has existed. Admittedly, my quiet takeover of the company wouldn't be easily found in public knowledge but it worked out for me pretty well eh?"

Doctor Octopus's eyes narrowed.

"Now, since I've got you here and I did fully expect you... You're right on time by the way... I took the liberty of making sure my two best men were here to collect you."

Doors to her left opened and in stepped the massive Russian wrecking ball of a man, Rhino. The familiar sound of Shocker's blasters powering up could be heard from the passage behind where she was currently standing.

"I remember this not ending well for you last time," Kingpin said proudly. "I'd strongly suggest giving up quietly."

"You're right of course," Doctor Octopus said as she pushed her glasses up the bridge of her nose. "This didn't end well for me the last time. But I've gotten a lot better since then."

She didn't wait for one of them to start the fight. One of her tentacles launched into a nearby crate and threw it full speed at Shocker as she turned to face Rhino. Shocker fired off a blast from his gauntlets to stop the crate by blowing it apart as Rhino charged Doctor Octopus. The doctor slammed two tentacles into the ground and propelled herself into a forward flip over Rhino, grabbing him between the tentacles which were crossed in front of him. She spun as they pulled taunt from his forward momentum and made the claws lock behind him as she landed and slammed both of her other tentacles into the ground.

Shocker took aim but didn't realize what Doctor Octopus was doing until it was too late. With a show of strength unexpected from the woman, Rhino was ripped from the ground and used as literal human wrecking ball, slamming into Shocker hard as her tentacles let go. Shocker was stunned from the impact and thrown into a nearby wall as Rhino went through the same wall a few feet away.

Doctor Octopus turned towards both of them as Shocker started getting back to his feet. His outfit, which was designed to protect him from the backlash of his own weapons reduced the stun quite a bit.

"Get her you fools!" Kingpin yelled over the speakers.

"Yeah, that's enough from the peanut gallery," Doc Ock commented as the twin prongs of her EMP system extended from a tentacle and slammed into the speaker, frying the entire security system of the building as well as the lights.

Shocker looked around realizing he was in total darkness.

"Damn it," he hissed as the emergency lights kicked in, but Doctor Octopus was nowhere to be seen.

Nearly 30' above, Doc Ock quietly suspended herself from the rafters. She took off her sunglasses and took in the room. Ever since the accident that burned her eyes, she's been light sensitive. The nanites never seemed to be able to fix her eyesight but instead enhanced her low range vision by expanding the rods and cones in the back of her eyes. She could see perfectly in this low light, and her enemies were at a distinct disadvantage.

Rhino finally entered the room from the hole he made. "Can't see shit," he said in a thick Russian accent.

"Noticed," Shocker agreed in a very mad voice. "Where the fuck did she go?!" He raised his blasters and prepared to fire randomly.

"Don't!" Rhino yelled and grabbed his arms. "You remember what you did last time you and that bitch fought?! You wanna bring this whole place down around us?!"

"How do you know about that Aleksei?" Shocker demanded.

"Kingpin showed me the footage and told me to make sure you didn't do that again," Rhino explained.

"Really? I got carried away the last time, I admit that. But I sure has hell don't need you 'watchdogging' me."

As the two argued and tried to keep their eyes open, Doctor Octopus quietly made her way into a position over the two of them.

"What, you don't think I can do that? Oh right, I forgot, I'm just a 'big dumb animal'. Right?"

"Really?! What the hell did he tell you?!"

"So you _did _call me that. I ought to trample your happy ass all over this warehouse."

Doc Ock suddenly struck. Two tentacles came out of the shadows and grabbed Shocker from behind pulling him into the darkness behind him. A scream of fear came out of him as he started firing randomly. Rhino ducked low, hoping none of the blasts randomly hit him or something else important. A cracking sound was heard and Shocker suddenly stopped yelling in the darkness. He dropped onto a crate nearby with a crash and a groan of pain.

"What the hell?!" Rhino exclaimed as he looked around for Doctor Octopus. Suddenly two tentacles wrapped around his arms from behind and grabbed hard. Doctor Octopus landed on his back and started punching the back of his head viciously. Though little damage was being done due to the suit, Rhino was already sufficiently unnerved and took off running.

Doc Ock ducked behind his massive frame as he slammed into wall after wall trying to dislodge her and get away. He nailed a strut wrong dislocating a massive shoulder, but he was so terrified that he didn't even notice. A third claw grabbed his horn and pulled his head in a different direction, effectively steering him for a moment. Finally her last tentacle arm wrapped around his legs and ended his run, sending him into the floor hard. He slid a good 50 feet due to the sheer amount of force before coming to a halt.

The tentacle around his legs leg go coming up to his head and extended a long spike-like blade. Doc Ock was about to punch the blade though the back of Rhino's head and end him when Maya's words echoed in her mind.

"_Try not to hurt anyone, please..."_

Not hurting was impossible from her perspective, but she didn't have to kill him and she knew it. The blade came down and sliced open part of the suit protecting his head. Doc Ock brought down both of her fists clenched together and slammed him in the back of his head as hard as she could without breaking his neck. One grunt later and Rhino was unconscious.

Uncoiling herself she was about to go over to where Shocker was when she got hit in the back with a blast from his gauntlets. It didn't hurt nearly as much as she was expecting but she dodged the follow-up shot finally landing on him from above. She pinned both his arms down and held the blade from one of her tentacles inches from his head.

"I'd rather not kill you," Doc Ock said.

"All evidence to the contrary," Shocker groaned.

"I should kill you," she reiterated. "You hurt _my_ Maya."

"Sick slut," Shocker commented. The blade came down next to his head causing him to go silent lest he really did push her too far.

"It's no different from any girlfriend you might have had in the past. We share something special together, not that it's any of your business. Just because we're both girls doesn't mean anything. We love each other, and that's all that matters."

Her claws on his arms tightened nearly breaking his arms, but instead shattered his gauntlets. Shocker grunted and growled as he realized his toys were destroyed.

"And it's _because_ of her that I'm not going to kill either of you. So count your blessings and be sure to thank that 'sick slut' as you put it."

Now that he was no longer a threat, she simply got off of him and retrieved the materials. Shocker just sat there, thinking about what Doctor Octopus said to him. He barely moved his head at all as she left with the materials in hand.

Unbeknownst to Ritsuko, a small tracking device was stuck to the back of her trencher...

* * *

An hour later, Ritsuko made it back to her warehouse. Maya ran to her and nearly tackled her.

"Oof! Easy girl!" Ritsuko said with a chuckle.

"I was so worried!" Maya said with a twinge of fear in her voice.

"I'm okay," Ritsuko assured her.

"Your coat is messed up again... who was it this time?"

"Apparently Kingpin owned that company too," the doctor explained. "He had both Rhino and Shocker there waiting for me... but I beat them pretty easily. No real injuries to report."

"Thank goodness," Maya affirmed as her arms snaked up the older woman's back.

"I got the material," Ritsuko offered, but Maya seemed suddenly confused.

"What's this?" she asked as she pulled something off the back of her trencher. "Some round thing."

Ritsuko took the item from her and examined it closely. She picked out a small power source and some circuit lines, but the thing that stood out most, was in the center of it. It looked like...

"Oh shit," Ritsuko whispered as she realized it was a transmitter. A second later, the windows in the front of her building shattered and canisters loaded with tear gas began to his madly and disperse their cargo.

Ritsuko and Maya instantly ducked under one of the tables, trying not to breath in any of the noxious vapor. But despite the size of the warehouse, there was more than enough canisters to flood the place. One of Ritsuko's tentacles grabbed a nearby gas mask and gave it to Maya.

"You've got to get out of here," Ritsuko said. "Head out the back and head for the woods."

"What about you?!" Maya cried.

"I've spent a lot of blood, sweat, and tears to get this equipment, I'm not letting it go without a fight... Now go!"

Maya ran. In her fear, she managed to get out the back but was immediately grabbed by two of Kingpin's men. She screamed drawing the attention of Ritsuko.

"No!" she yelled and sent two tentacles in that direction to try to stop them. The door was slammed shut before they got there and they stuck into the door instead of going through them.

She ripped her tentacles back and heard automatic fire. A hail of bullets came through the walls keeping her pinned down. She heard a hissing sound and looked for the source. One of the gas tanks she was using to feed the generator was ruptured.

"As if this couldn't get any worse," she whispered as she ran for the door.

She never heard the explosion but she felt herself lifted from the ground and get thrown by the blast. She slammed into the door and that was the last thing she remembered...

* * *

**To Be Continued**

* * *

_How could he know this new dawn's light would change his life forever,_

_Set sail to sea but pulled of course by the light of golden treasure_

_Was he the one causing pain with his careless dreaming_

_Been afraid, always afraid of the things he's feeling_

_He could just be gone_

_He would just sail on!_

_He would just sail on..._

_-Metallica, Unforgiven III_

* * *

**Review Responses**

* * *

**orionpax09:** Welcome to the party! Glad you're enjoying the ride so far. Of all the people I hoped would read my drivel, it was you. I could never thank you enough for letting me become a part of the SOE project back in the day when it first started. I've never enjoyed writing as much as when I started on these pieces of fiction.

**Jimbo86:** True enough, Maya has her own problems especially now that she's been taken for the second time.

**Belthazar:** I explained in a PM why.

Until next time my friends...


	11. Wreckage, Part II

**XI: Wreckage, Part II**

* * *

"So, what brings the great Doctor Connors to me?" asked Fisk. The meeting between Fisk and Connors took place at the highest point of Fisk Tower in downtown Kyoto. Less than a month ago, Ritsuko Akagi was in this very seat, asking Fisk for help in completing the reactor. Now another NERV doctor had come to him for aid. This one also had an intriguing proposal for him.

"I trust you've been watching the news, Mister Fisk," Curt replied. He felt so much better being able to speak with someone in his native English rather than having to exercise his knowledge of Japanese.

"If you're speaking about Doctor Octopus..."

"No, no... the other major story. The one that broke last night."

"The Lizard?" Kingpin asked. He watched as Curt took off the glove on his right hand. Fisk seemed to remember that Doctor Connors was missing an arm, and now he knew why he wasn't anymore. A scaly limb came into view as he pulled back the sleeve, complete with razor sharp killing claws retracted down to a mere quarter of an inch.

"It's the unfortunate side effect of my current regeneration formula," he explained. "With this formula I got my arm back and so much more. I feel younger than I ever did... stronger to boot. With a little refinement, I can get rid of the side effects of the drug, and you my friend... if I may be so forward... will be in possession of the single most miraculous drug known to man. It has been my life's dream to create a perfect regeneration serum. I'm close to perfecting it, but I was foolish and tested it on myself instead of waiting."

"I appreciate your honesty in the matter," Fisk replied, though his smile betrayed his interest in not the drug, but the monster. "Tell me, do you have control over The Lizard?"

Curt frowned slightly, though he expected this. Someone like Fisk would be interested in a new weapon at his disposal...

_Take the good with the bad,_ his inner monster told him.

"I'm learning fast," Curt told Fisk. "Our personality is a bit... fragmented, but we have an understanding."

"Then how would you feel about getting your hands dirty?" he offered. "In addition to your research, I've got some work I may need someone of your unique talents to finish. Interested?"

"As long as I can work on my project. And of course, I get paid."

"Don't worry about that, Doctor Connors. I know talent when I see it, and I pay _well _for talent." Fisk's phone rang. "A moment, doctor." He picked up the phone. "Yes?"

"_It's Shocker,"_ came the voice over the phone.

"What is it Schultz?"

"_The retrieval team kinda did something monumentally stupid. They blew up Doctor Octopus's lab after I went through all the trouble of getting that tracking device on her with a well-placed shot. They may have killed her."_

"What?! They did WHAT?!" Curt cringed at the Kingpin's sudden aggressive shift. "I told those idiots I wanted her _alive_! Now how are we supposed to get the technology?!"

"_There might be a way to piece together the tech based on what I found out so far..."_

"I don't care! Without Akagi, we'll never have the reactor! The plan is ruined!"

"_Maybe not,"_ Shocker offered. _"We manged to capture Maya Ibuki again, and she's been working pretty closely with Akagi... perhaps we can get some key information out of her."_

"You really think you can get her to sing?" Fisk asked skeptically.

"_With enough time, everyone breaks. Besides, I owe the late Doctor Akagi for the beatings I've taken from her... Also, I've been over the lab a few times. Other than a few metal rings which could have come from her tentacles, I haven't managed to find her body yet..."_

Kingpin stopped at that. "Really?"

"_I'm not dumb enough to think she's actually dead until I find a body. I'm staying here for the time being and continuing the search. Besides, I might find more about the reactor that will help me in reconstructing her research."_

"Keep at it then. Have the men take Maya to the Tokyo-3 facility. I'll be there to oversee the interrogation myself. If Akagi is still alive, her first priority is likely to rescue her little lovebird again. And I have a little surprise for her if she shows..."

Connors knew what the surprise was...

_Oh pleassse let her ssstill be alive!_

* * *

Hours later, Ritsuko, following a clue she managed to get out of a street tough in downtown Tokyo-3, made haste to Kingpin's commercial facility. She was still shaken over just how close her escape was, but barely noticed it...

_She awoke a few minutes after the initial blackout, hiding within the confines of what was left of one of the rooms. She listened and waited for the men to finish combing the location. They would be here for a while yet she knew, and decided to make a break for the forest. She barely manged to get hidden in the trees and watched as they sifted through the wreckage. The generator was close to the reactor prototype and so the destruction of it was complete. They'd get nothing out of it, or the computers that were also consumed by fire and the concussive blast..._

"Doctor Aka... I mean, Doctor Octopus!" came the voice of Shinji.

Ritsuko sighed and turned towards Shinji again. He was out of uniform this time but still climbed up to see her. "I should kill you," she threatened.

"Hear me out first," he replied. "I heard about the explosion. That was your base, wasn't it?"

"I told you to leave me alone..."

"I want to help you," he said sincerely.

"Help me? You just want to drag me back to NERV," she countered. "I'm going to save Maya. She's been captured again."

"Really? I didn't think she was related to Peach... and when did Fisk become Bowser?"

Ritsuko blinked at his pop culture reference, not understanding it.

"What, you don't play any Nintendo games at all?" He sighed.

"Sorry," Ritsuko offered, feeling somewhat awkward.

Silence reigned for a moment between them before Ritsuko began moving away again.

"You're not going to reconsider this, are you?" Shinji asked.

Ritsuko sighed. "No... I'm not. I have to rescue her and you know that." She looked tired and frustrated as she finally admitted out loud. "I'm starting to think this 'second chance' of a life isn't much of a gift anymore."

Shinji looked shocked. "Not you too! Asuka laughed at me when I told her that her new life was a gift. Why would you start thinking that way too?"

Ritsuko looked back at Shinji and opened fire... "Oh, where do I begin? The fact that the world is starting to fall apart at the seams seems like a good place. Now don't get me wrong, I know none of that is your fault, and I really don't mean to throw it all in your face... But that being said, maybe Asuka was right. This world is not how you envisioned it at all is it? I'd have a hard time believing that _this _is what you wanted... that this result of 'The Day That Never Was' is precisely the expectation of all of your labor. Alexander Cartigan... Kingpin... nations turning against nations... Hell, at this point all we would need is a genuine supervillian with a taste for world domination and we'd be set! Crawling chaos... that all it is anymore... just crawling chaos."

"We can make it right," Shinji insisted. "You're correct in assuming that _nothing _is turning out the way I wanted it to. But I'm not going to cry about it... I'm going to keep working to fix it. In the end... the legacy I leave behind... that is all that matters. Normal people are never going to know that I'm the reason they are still alive... that I'm the only reason this world is still turning. We call it 'The Day That Never Was' for a fucking reason. So, my legacy is what I do now and I'll be damned if my legacy consists of me waiting for the world to turn in upon itself.

"In a way, you're doing precisely the kind of shit I want to do. You're developing something that will have a lasting impact on the world if it works. Maybe you'll be the one to save this world that I could not... It's what you want isn't it?"

Ritsuko stayed silent a moment before she finally spoke. "I don't know what I want anymore. I realize that my obsession over the reactor is destroying me... but I know there is a point to this struggle. I know that things will be okay once the technology is perfected... but I need Maya now to do that. I won't go on without her."

Shinji felt sorry for Ritsuko. She was well and truly lost without Maya, and he wondered if he would be the same way without Rei.

"Now if you excuse me," she said snapping him out of his thoughts. "I have a rescue to mount. Do me a favor and stay out of it this time. Otherwise I _will_ cause you immeasurable harm." Without further delay, she crawled over the building on her tentacles and continued to her primary target.

"Sorry Rits," Shinji whispered. "I know what happened last time, but this time _will _be different." He hit a hidden microphone. "Did you get all that?"

"_I did,"_ Rei's voice came over the other side. _"If she insists on doing this rescue in broad daylight, I can't intervene."_

"Then tail her when she leaves with Maya," Shinji suggested. "Assuming she does leave with Maya successfully, and we can't track her ourselves."

"_I will."_

* * *

Commander Katsuragi was unconcerned about the disappearance of Doctor Connors. Her administration staff was already looking for replacements for Project-E. But what concerned her more was her own latest experiment.

Floating before her, in a tube of LCL was a tiny embryo. The glass tube was three feet in height by around one foot wide. A thin tube of organic matter connected the top of the container to the embryo itself. The embryo was developing well and Commander Katsuragi knew the little girl would be at birthing age within the next 24 hours. Growth accelerants were a marvel.

The child was a clone of Eve, Rei's daughter. Initial studies showed she did have a dormant S2 organ in the same place the original's mother did. And while the ability to study Eve without the mother's permission by cloning her was an exciting concept, Misato was interested in more complex uses for this technology.

With accelerants, it would be possible to rapidly clone many from a single donor. Within a few months, a clone can go from an embryo to fully grown, an endless supply of test subjects...

"Or soldiers," Misato whispered. It occurred to her that a new world war was right around the corner now. Cartigan was gearing up the former United States for another crack at world domination, and indeed there were already signs of uprisings throughout Canada and Mexico, as if they actually wanted that madman in control of them. It was only a matter of time before he turned his attention across the oceans at Europe or Asia.

That meant it was time to begin preparations. Misato sat down at a nearby desk and started to write down formulae. These formulae would form the foundation for her next experiment that had nothing to do with biology at all, but rather metallurgy. The individual formulae were coming to her more and more rapidly now, and she struggled to keep up in writing them down. She knew these would form the foundation for a new type of metal, one that would give her the upper hand in the war to come.

"Where is all this inspiration coming from?" she mused as she looked over her work. "Wherever it's coming from, I hope it doesn't stop anytime soon."

It had occurred to Misato that she knew next to nothing about genetic engineering a few days ago. But all of this interest in Eve had awakened something. Within her was a wellspring of knowledge about a variety of subjects, and she knew she was only scratching the surface. She didn't question it, she only embraced it, believing that within her was the secret to saving the world.

She never questioned if in reality it could someday damn it.

* * *

About an hour later, Doctor Connors sat in a chair watching the main doors of the Tokyo-3 Facility. He'd been waiting patiently for a bit now, milling over the regeneration formula in his head.

_It has ssso much more potential than that, _his alter ego offered.

_'You want to destroy the world,' _Connors pointed out.

_Not dessstroy, no... liberate!_

_'Liberate by devolving it into monsters like you?'_

_Do you really think I'm a monssster?_

Connors paused. "No I don't," he whispered.

Moments later the doors were torn open by a set of tentacle claws. Doctor Connors didn't even flinch.

Doctor Octopus entered the main area, expecting guards to be all over the place but instead she found someone who shouldn't be there, which confused her.

"What the hell are you doing here, Doctor Connors?" she asked.

"I was about to ask what you were still doing alive," he retorted. "You should be dead, being so close to the reactor when it detonated. At any rate, I see you didn't walk away completely unscathed."

As if to exemplify that point, two of Doctor Octopus's tentacles raised up over her shoulders and snapped menacingly.

"I have to admit, I thought you were stubborn and foolhardy before, but to try it again? Do you have a death wish, Doctor Akagi?"

"No more than you," she retorted. "First of all, the name is Doctor Octopus now, just so you know. Secondly, I don't know why you're working for Fisk, but in doing so you're in my way. Things in my way have a habit of getting broken."

"Is that so?" Doctor Connors said and stood up. Ritsuko finally noticed something wrong with this picture; he used both hands to push himself up.

"Your arm..." she said, mind awhirl with countless possibilities.

"Do you like it?" he asked. "I've been trying to get it back for some time now." He took off his labcoat revealing the regrown limb was scaly and reptilian. "Alas, I pulled one of your numbers I'm afraid, and took the regeneration serum I was working on before it was properly refined so this new arm of mine came with a few extras I didn't order... Namely a 'Hyde Complex' and a split personality. But I've adapted quite well to both." His eyes turned reptilian in appearance as he continued to talk. "Now they are addition_al toolsss at my disssposal!"_

Doctor Octopus froze in fear and, ashamed to admit it even to herself, scientific fascination as she watched Connors increase in size to nearly 10 feet tall. She watched as his skin turned to lizard scales, his face into a reptillian snout, and he grew a tail. Within moments, all humanity seemed to disappear as The Lizard made itself known.

"_Make no missstake... Curt isssn't the only one with big plansss for the future. Too bad you won't be around to sssee them."_

"Strong words," Doctor Octopus retorted. "But I've heard them before. Rhino thought he could take me and he was more than three times your mass. Shocker has tried multiple times but he never could win, despite his intelligence. What makes you think a big lizard is going to have any real chance to take me?"

"_Rhino is ssstrong but he lacksss intelligence,"_ he countered. _"Shocker may be sssmart, but he'sss alssso arrogant and quick to anger. You now face an opponent that hasss ssstrength, cunning, and ressstraint. Sssomehow I think you luck isss at it'sss end."_

Before Doc Ock could form a retort, The Lizard sprung from his position. Doctor Octopus barely managed to get a pair of tentacle pincers on him before she hit the ground and used them to hold the monster at bay. His teeth were mere inches from her face and she could smell his breath, an unpleasant aroma at that. One of her two remaining tentacle arms grabbed him behind the head and manage to pull him back. She blocked a claw with her arm, feeling the flesh tearing easily under his claw. Using all her strength she managed to kick him off, and use her tentacle arm to throw him over her should as her fourth arm got her upright again. She spun quickly and smacked him hard as he attempted to get back in melee range, but the hit didn't back him off nearly as much as she would have liked.

_'His strength is incredible,' _she mused. _'A match for the servos and pneumatics in my tentacle arms.'_

The Lizard lunged again only to get stopped by the tentacle pincers again. Doctor Octopus attacked with them in sequence, but the first two missed and another lunge by The Lizard forced her to concentrate on dodging, rather than attacking. On his passing, he managed to slash across Doctor Octopus's stomach, but the cuts didn't go very deep. They still bled and hurt. She launched her lower right tentacle in response but this time he caught it and pulled hard enough to swing her around into a pillar in the room. The hit stunned her briefly, but she managed to get back to her feet before The Lizard could capitalize on his advantage. She took note of the fact that the few cuts her tentacle claws gave The Lizard were already regenerated.

"This is gonna be a long fight," she said aloud.

"_You can't win, Doctor,"_ the monster replied. _"Ssso thisss is going to be a long death for you."_

"I thought the Kingpin wanted me alive? First, he blows up my base now he has you trying to kill me?"

"_Kingpin? Oh yesss, he wantsss you alive. __**We**__ don't!"_ He pounced again.

* * *

Schultz watched the battle take place on a monitor as Maya fiddled with her binds behind him.

"Don't think your beloved Doctor is going to make it this time," he said aloud.

"She'll surprise you," Maya replied immediately. "She's surprised me ever since I met her."

"Too bad you don't possess her gifts." The counter didn't sting, but made Maya chuckle instead.

"Well, I doubt she'd agree. My gifts apparently are getting kidnapped. I can't say I expected to play the 'damsel in distress' as much as I have lately."

Schultz said nothing in reply but that didn't deter Maya at all.

"I mean, seriously. Kidnapping me worked out _so _well for you guys last time, what made you think it was a good idea this time."

"Wasn't my idea," Herman replied immediately. "Personally I would have let your sick ass burn in the lab."

"Do you hate me that much for choosing to love a woman over a man?"

"Yes! It's disgusting and unnatural!" Herman didn't even bother trying to restrain himself. "There is no point to a union between two of the same gender. You can't have kids, so why the hell in this world, which could use some more people to fill out its somewhat thin ranks, would you form a union with someone whom you couldn't have children of your own with? It makes no sense at all... It's disgusting, and it's wrong on so many levels."

"You have my pity then," Maya replied. "You are a sad person if you can't see how happy she makes me. And why would I want children of my own. You say that the world's population is thin, but only 15 percent disappeared after August of 2015. There are plenty of children out there to adopt if I want to raise one."

"Raise a child with two mothers?" Herman scrunched his face in disapproval.

"Why not? Just because a child is raised among gay parents doesn't mean anything."

"Why am I having this conversation with you?" he asked as he turned towards Maya...

… only to find that she was out of the chair and not tied up anymore. His shock at the fact that she managed to get out of her binds caused him to hesitate just long enough for Maya to smash him over the head with the crowbar she found near her chair. Though Maya wasn't a strong girl by any stretch, the heavy metal combined with striking the proper point on his head rendered Shocker unconscious.

"Maybe next time, you'll wear your head protection," Maya quipped. "Kami, I really hope there _isn't _a next time... twice was bad enough."

The door to the room burst open scaring Maya into holding her crowbar at the ready. She relaxed when she saw who it was.

"Shinji!" she called out happily as she jumped on the kid.

"Well hello to you too, Major," he replied though his Spiderman mask. "I've got Section-4 backing me up."

Almost as if on cue, machine guns blared to life.

"And I think the Kingpin just found out we're here," he said with annoyance in his voice. "Let's move."

"I can't leave without Ritsuko," Maya insisted. "She's fighting Doctor Connors!"

Shinji ran over to the indicated monitor and saw the battle as it progressed.

"She's not doing well," Shinji observed.

* * *

Doctor Octopus threw another large object in the direction of Doctor Connors, but in his reptilian form, he was able to avoid the attack by simply crawling up the wall quickly. She prepared to throw something else but wasn't able to do so before the Lizard came down with pouncing attack. She tried to get back but was still caught by a rending swipe of one of his claws.

She gasped as she felt the claw tear though the flesh down her front, cutting deep into her left breast near the center and down her front. Her organic steel ribcage was the only thing that protected her vital organs from a direct attack. Still on task, she slammed Connors with her upper-left tentacle claw sending him into a set of crates. He quickly rolled and pounced back, getting caught by another claw before he could get within striking range.

Her lower tentacles slammed the ground behind her bracing her as the other two kept the weight of Lizard off the ground. He thrashed about like a wild animal and the tentacles where having a hard time holding him at bay. She tried to coil one around him but he managed to slip free. He dashed in but was grabbed by a lower tentacle that left the ground and grabbed him by the shoulder. She managed to block his claw attempts with her arms but now he was squeezing the bones there and digging his claws into her forearms.

Doctor Octopus tried desperately to fight off the pain as three of her tentacle arms held the monster just out of lethal range.

"_I told you it wasss usssless,"_ he said in a matter of fact voice. _"I am evolution incarnate! No machine can outlassst a force of nature. I will overpower your defensssesss and tear you to piecesssesss. You're death isss inevitable."_

As she fought to maintain her hold, the Lizard inched ever closer. Somehow his muscles were in fact overpowering the servos and motors running three tentacle arms, each strong enough to flip a truck. She knew if she didn't think of something and fast, he would get close enough to do real damage and that would be that.

She could still feel the blood pouring down her chest onto the floor below her. She knew it wouldn't be long before blood loss weakened her enough to end this battle.

* * *

Spiderman quickly lead Maya towards the exit only to find that most of his team was already down. Before he could make a decision, Maya pulled away and ran in another direction.

"Maya!" he yelled. "Shit! Why do all women have to be so damned difficult?"

He ducked machine gun fire and launched two web lines into the room, pulling him into it at high speed. Spiderman then proceeded to beat them all down. A few well-placed web balls silenced the weapons and a few lines kept extra targets at bay as he kicked, punched, and flipped his way to victory over the enemy forces.

Then he saw the Kingpin enter the room.

"Your turn fatty," Spiderman quipped as he launched himself upon the white suited tycoon. He delivered a quick combination of attacks that kept the big man off balance, but it wasn't enough.

Spiderman suddenly got grabbed by the throat by one of the meaty paws of the Kingpin and the big man proceeded to start beating on him with his free fist. The part-time hero felt the bruises spreading quickly as he tried to get loose. Finally Spiderman splattered him in the face with a glob of webbing, cutting off his ability to breathe. The Kingpin let go, concentrating on getting his airways cleared. Spiderman took his opportunity and fled, knowing that pound for pound he was no match for the big man.

* * *

The Lizard was now just barely outside of kill range when Doctor Octopus finally figured out what she needed to do. Her fourth tentacle let go of the ground, causing her to fall back. The Lizard wasn't expecting this and started to fall forward with her, only to get smashed in the stomach by that now free tentacle. All four tentacles extended at maximum velocity sending The Lizard into one of the main supports for the warehouse roof hard enough to go through it. Letting go, she got to her feet in time to see Maya running towards her. Doctor Octopus looked down at herself long enough to see that the nanites had managed to repair some of the major damage and she wasn't bleeding as much now.

"We need to get out of here!" Maya called out. Nearby, the Lizard was getting back to its feet. Doctor Octopus wasted no time. She used a tentacle to grab Maya and other to take out the other main support, causing the building to begin to fall inward. She threw herself out of the building, protecting Maya as she did so just as the building collapsed.

"You think that finished him?" Maya asked as the doctor climbed over a nearby building to put distance between them and the enemy.

"Doubt it, seriously," Doctor Octopus replied. "If anything, I think I made him mad."

In an alleyway, Ritsuko pulled open a manhole cover and set Maya inside before following herself. Neither realized they were being observed by Venom who was stuck to the wall in the shadows about three stories above them.

_'So __**that's**__ how she's doing it,' _Rei thought to herself.

_Pretty slick, using the maintenance corridors between the first and second armor plates to get around, _Venom agreed. _I wonder why no one thought to check that._

_'Time to trail her.'_

* * *

Several hours later, in an abandoned computer factory southwest of Tokyo-3, Maya was resting up. Ritsuko just finished her check of the wiring in the place and patched it to the power grid.

"It has a certain charm," Maya offered. Around them were boxes of disused material, some of it having not seen the light of day since the second impact.

Ritsuko sat down near her. Her shirt still torn, though the wounds on her chest were now fully regenerated.

"I'm done playing with that fat bastard," she said in a huff.

"Uh oh," Maya replied. "Come on, Sempai, don't do anything rash please!"

"Oh, don't worry Maya," she replied. "I have no intention of killing him." She stood up and walked towards the window. One of her tentacles pulled the window opened. In the far distance, the lights of a city were visible.

"Death would be too damned easy," Ritsuko continued. "I've been careless with life for long enough. For your sake and the sake of my own sanity... no more killing."

Maya looked happy with Ritsuko's decision.

"I want to bring him to justice one way or another," Ritsuko concluded. "I want to see him rot in jail for the lives he's destroyed, the people he's manipulated, all the greed and all the ambition. He thinks he's untouchable, but I will show him the folly of his line of thought. If it's the last thing I do, I will knock The Kingpin down."

And so would begin for Doctor Octopus, a new initiative...

* * *

**End of Chapter XI**

* * *

_How can I be lost, if I've got nowhere to go?_

_Searched the seas of gold, how come it got so cold?_

_How can I be lost, in remembrance I relive_

_And how can I blame you, when it's me I can't forgive?_

* * *

**A/N:** I really do try hard to get these out at the beginning of the weekend instead of the end, but it never seems to work out that way anymore.

* * *

**Review Replies**

**Jimbo86: **Everyone has a breaking point. Maya found hers. And who needs a rig when you have a crowbar?

Thanks again to everyone who has supported this fic so far. I'll try very hard to get 12 out sooner than the last two chapters have been coming.


	12. A New Initiative

**XII: A New Initiative**

* * *

Venom stood upon an abandoned building. Just ahead was the new hideout of Doctor Octopus. The lights were on and there was activity inside.

_How nice, _Venom commented. _They left the window opened for us._

_'This is going to be quite a shock to them,' _Rei replied.

Inside the room, Maya watched as Ritsuko started getting the computers back online.

"Starting over does have its advantages," Ritsuko said, trying to look on the bright side. "I have a better facility now, and the view is infinitely better."

"Well, you always wanted waterfront property, Sempai," Maya offered.

"Actually, I meant that this time you're with me from the start."

"Oh!" Maya replied, blushing.

"_How cute!" _suddenly came the voice of Venom as she crawled into the room.

Ritsuko spun in that direction, tentacles at the ready, though she could scarcely believe she was seeing what she saw.

"How?!" Maya squeaked in surprise and fear as the girls watched Venom stand up to her full height. The exoskin peeled away from Venom's face revealing the dark azure headed girl.

"It's always amusing to watch you blush, Major."

"Rei! What on earth?!"

"This is impossible," Ritsuko said in disbelief. "Venom is dead. You said so yourself!"

"Actually, no, I didn't," Rei corrected. "I never said anything, I simply went along with your assessment that Venom was destroyed." Her head turned towards Maya who was slowly creeping away. "Relax, Major. I haven't eaten anyone in over a year. I'm not about to start now."

"How?" was all Ritsuko could ask, her curiosity alight.

"The short version is that during the fight with Carnage, she pierced my core, but only the outer layer of it. When Venom figured out what the anti-symbiote dart was for, she crawled most of her mass into the core where it was protected. Once my core sealed, she became a permanent part of me. We were inseparable before, but now... Well, it's safe to say Venom isn't going anywhere."

"And you've kept her hidden, all this time?"

"What choice did I have?" Rei asked calmly. "You or Commander Katsuragi would have taken steps if you knew. But enough about that, we need to talk."

"Don't tell me you're going to try to talk me out of this as well," Ritsuko said with a slightly hostile inflection.

"No. I just want to understand why you're doing this."

She didn't expect that from Rei at all, but she knew she should have. Rei was always the most analytical mind she knew, save for her own mother. She had thought on many occasions that Rei would have made a great scientist herself if the chance at such a career ever presented itself. Of course she would've had questions and didn't simply buy into Ritsuko being crazy.

Ritsuko sat down in a nearby chair, idly wondering why she suddenly noticed she still had clawmarks down her front. Both her shirt and bra had been destroyed in the attack making her consciously hold her lab coat closed.

"The world is spiraling down," the doctor began. "Wars of attrition over energy are just the beginning. Resource wars claim more lives today than religious ones did at the turn of the century. Pretty soon, we'll outpace the death caused by Second Impact itself. But what if all that could disappear?"

"You are speaking of your failed reactor," Rei noted.

"It failed because I used substandard parts in its creation," Ritsuko explained. "There was no way to tell if there was a problem with my calculations or not because equipment failure was the major contributor." More feeling filtered into her explanation now. "But even with the problematic parts I was forced to work with, for a few moments the reactor was pumping out enough power to run Tokyo-3 by itself. Imagine what I can do with a refined reactor! I could end the energy crisis and in doing so, correct a primary reason for suffering on this planet. Think of it, Rei... Free unlimited energy for everyone on the planet."

"I see," Rei replied. "And you felt this was worth breaking laws and killing people?"

Ritsuko's face took a more hostile turn. "I did what I had to do. No one in NERV wanted to hear about my proposal. They all shot me down. I was forced to work in the shadows on the prototype. And when it failed..." Ritusko stopped looking away as one of her tentacle claws poised over her shoulder.

"I see."

"I was so sure that I was doing the right thing... A few lives wouldn't mean anything in the grand scheme if I was successful. But in doing so, it went from 'Fringe Science' to 'Mad Science'. I allowed myself to become a monster... The Octopus... Now all I have to show for it are new wounds."

"Sempai!" Maya half-shouted. "Stop blaming yourself!" She ran to her and held the older woman. "I believe in the plan too. You made some mistakes but we're past that!"

"I'll still have their lives on my conscience, Maya. I'll always have that. But I can't pay for those crimes now. I have to change the world or die trying."

"I can see this means a lot to you," Rei noted. "I was sent by Spiderman to trail you and find out where you were now, but I wanted to know the reasons why it seemed you went mad. I believe you were doing the wrong thing for the right reasons."

Ritsuko nodded.

"And because of that, I will continue to keep your secret."

"What?" Ritsuko replied, not believing what she heard.

"I believe your technology may very well be essential to the future of this planet," Rei explained. "Fossil fuels are about gone, and alternative energy sources cannot keep up with the demands we continue to place on them. Without your technology, our world is doomed. So, of course, I will keep silent about your true location."

"Thank you for that," the doctor said in response. "Though I should probably warn you, I've made it my priority to take down The Kingpin at whatever cost. He's a blight on this world, like Alexander Cartigan. And if there is to a brave new world after my reactor is made public, there is no place in that world for the likes of him."

"I see," Rei replied. "I understand. In fact, I want to help."

"Really?"

"Yes. I agree that Wilson Fisk doesn't belong in the new world. Many have tried to knock him down a peg or two, but have failed. I believe that you have the potential to pull it off, and I wish to help you."

Ritsuko smiled a little as Maya let her go. "Great! Only, I don't have anything for your to do in that regard right now."

"That's fine. I believe I know something I can do. The authorities have never been able to bring down Fisk only because they could never find the evidence that connects him with the major organized crime syndicates. I will start looking for these links."

"How?" Maya asked. "If the authorities couldn't get the information, what makes you think you can?"

"Because the authorities have rules they have to follow," Rei replied as she walked back towards the window. The mask of Venom covered over her face as she walked. _"And those rules have no control over us."_

Maya gasped in shock at the voice shift, especially the duality in it. She'd never heard it up close before.

"_For now, you should concentrate on the reactor project. Let us deal with gathering what you need to bring down the Kingpin."_

Ritsuko nodded. "I never thought I say this," she said in gratitude. "But thank you, Venom."

"_Don't thank us yet. We have a long road ahead of us."_

* * *

In a large facility north of Nagano, one man was annoyed beyond reason. Unfortunately for this man's subordinates, he was the Kingpin.

"Three dozen! Three dozen men and they still couldn't catch this bitch?!"

The Kingpin and a few of his close subordinates walked with him as they headed for the main lab area. The Kingpin for his part had been yelling for the better part of an hour.

"The men did what they could," Eddie replied. "Section-4 was nothing to play with. Herman is still recovering. He's got a cracked skull and is likely to be out of action for a while."

"I don't give a fuck about Shocker," Fisk barked. "He's failed too many times to be reliable anymore. And to get overpowered by Ibuki of all people just shows how useless he really is in the end."

Eddie tried to hold back his smile, but it was hard. As far as he was concerned, Herman got what was coming to him.

"How come The Lizard couldn't stop her?"

"Connors put up a valiant fight," Eddie explained. "And he was winning, by all accounts. As far as I can tell, she simply got lucky this time. She really is no match for him."

"He needs to do more," Fisk commented as he pushed his way into the lab.

Inside, Doctor Connors was working on refining his regeneration formula. He didn't even flinch when the door opened.

"You could try knocking sometime," the doctor said without turning. "One day I might be working with something volatile. Don't want me dropping something like that, do you?"

"That's enough out of you," the Kingpin said menacingly causing Doctor Connors to turn towards his overweight guest. "You need to do something about this bitch. It's what I hired you for."

"And what precisely do you want me to do?" Connors asked challengingly. "NERV can't track her, and no one knows where she's disappeared to for now."

"Figure something out! You're supposed to be a genius! Start proving it!"

"You're in quite the mood today," Connors noted. "I'm a biologist, not a bloodhound. Point me in the right direction and..." He paused. "Hmm, that does give me ideas."

"What?"

"Oh, nothing that will help now. Just something for a future project."

The Kingpin actually growled. "I'm surrounded by useless people." He left without a further word.

_He needsss to lighten up, _the Lizard commented from within.

"Noted..."

* * *

Maya waited for several hours while Ritsuko was out. Finally she came home, with a large bundle of materials wrapped in one tentacle.

"Where did you get that?" Maya asked.

"Military Storehouse," the doctor replied. "And no, I didn't have to hurt anyone to get them, though I probably just made Tokyo-3's Most Wanted list if I haven't already done so."

Maya frowned at the joke and unwrapped the bundle. "This looks like some of the material we need to rebuild the reactor," she commented. "But what's this?" She removed several long bars of metal.

"Non-magnetically reactive, military grade steel," she replied. "Stronger and more durable than the stuff in my tentacles currently."

"Why the upgrades?" Maya asked.

"Because the Lizard proved to be a much more powerful opponent than I'm accustomed to. I'm not sure if even this will give me the edge I need but it's an upgrade nonetheless so it can't hurt."

"I see," she replied. "So you're going to fight him again?"

Ritsuko stopped what she was doing and turned towards Maya. "I won't have a choice," she replied. "If I'm going to take down the Kingpin, I will have to fight the Lizard again. The next time I go against him, I plan to win. Connors will face the music, same as Fisk. It's just a matter of how to take them down."

Maya looked down at the equipment. "What are you upgrading specifically?"

"The armored rings and the servos," Ritsuko replied. As she started working on releasing the first claw. She suddenly stopped as a sharp pain was felt... It was coming from the claw.

"What the," Ritsuko whispered.

"Sempai?"

She tried again and the same thing happened. She walked over to the table and found her medical scanner.

"What is it?" Maya asked worriedly.

Ritsuko ran the scanning interface over the claw. What she saw was both amazing and slightly scary. The electronic pathways that ran the signals from her brain to the mechanized claws were techno-organic now, and it appeared that nanties were already in the process of strengthening the servos and armor.

"Apparently the tentacles are, truly, fully integrated now. They aren't just something I'm stuck with, they're truly a part of me... and they're evolving."

"Meaning?" Maya asked fearfully.

"Meaning I just stole a bunch of military grade metal for almost no reason," Ritsuko replied. "Oh well, I'll find a use for it in my reactor project anyway I'm sure."

Maya looked slightly shocked. "This doesn't bother you?"

"Maya, as much as I've already become a techno-organic creature, this was a natural evolution. I've learned to stop worrying excessively and accept who I am. After all, if I'm good enough for you, then why should I care?"

Maya chuckled and smiled at that. "I guess you're right, Sempai."

* * *

"If I was a super genius engineer, where would I hide?" Spiderman asked himself as she swung between buildings. "Oh, who am I kidding? I'll never find her like this."

It'd been a couple of days since the raid on the Kingpin and there hasn't been any sign of Doctor Octopus. Unfortunately, this meant that Rei was missing as well. Shinji wasn't sure how much longer he would be able to cover for her.

As he swung upwards, a black tendril flew from a shadowed alley and grabbed him out of the air. Before he could make any sound, he was dragged into the alleyway.

"Really?!" He scolded Rei lightly as the face of venom melted off of her. He took his mask off and kissed her deeply before continuing the verbal lashing. "You scared the hell out of me."

"Sorry, Shinji-kun," Rei replied. "I was hoping to catch you before you left for patrol but I was a bit slow."

"Did you find her?"

Rei stayed silent for a moment before she finally stated, "We need to talk."

"Not again," he lamented. "Last time you shattered my world with a secret you've been keeping for a year. What is it now? Do I not buy you enough flowers or something?"

She chuckled. "No, nothing like that. I found Ritsuko but... I've agreed to keep silent on her location."

"What?! Why?"

"Because I believe in her work," she stated. "Ritsuko also wants to take down the Kingpin, and I've volunteered to help."

"But, Rei, so many have tried already. What makes you think that the two of you can do this?"

"Well, for one, we don't have to go by anyone's book but our own. That, in itself, has caused most of the previous attempts to fail because the Kingpin is well aware of how our legal system works."

"Well, that's true. Is she trying to kill him?"

"No," Rei replied emphatically. "Maya has convinced her to stop killing people."

"_Major! Come in please!" c_ame a voice over his earpiece.

"Sorry, babe, I gotta take this," he said with a light smile. "What is it, Anako?"

"_Sorry to bother you on your romp, but we just got word that one of the JSSDF storehouses has been ransacked... It looks like it was the Octopus."_

"Terrific," he replied. "I'll look into it." He shut off the communicator. "Ritsuko knocked over a military storehouse. Now she's really crossed the line. It was bad enough when she hit NERV and Fisk. The JSSDF will want her to themselves. Misato won't be able to protect her now."

"I don't trust Misato," Rei replied with a touch more anger in her voice than Shinji was used to hearing. "It's why Eve is with Hikari and not her. She's become too much like the old Commander now. I don't know who she is anymore."

"Look, she's under a lot of stress. I'm sure she'll be fine once things calm down a bit."

Rei's eyes narrowed. "I don't believe that... and neither should you."

* * *

In the bowels of NERV, the Commander stood over a hospital bed. Leads connected to small suction cups were connected to the forehead of a child that appeared to be around 16 months hold. Dark azure hair cascaded over the little girl's shoulders, and her eyes were closed. The machine she was connected to was downloading everything she would need to know to function down here. In less than a few months, this girl would be at the apparent age of 16.

Misato Katsuragi walked from the table into the next room. She picked up a bar of metal and examined it closely for flaws in the metal. Using a scanner she tested its purity, and nodded to herself in approval.

"Everything is going well so far," she said to herself. "Lilith is growing quickly, but there are flaws still. It's to be expected. My first attempt couldn't be perfect. But I'll have perfection when I begin creating more clones."

In her mind, a new regime would be established. She saw in that same insane image, a war enveloping the planet, and Cartigan leading a massive war machine to battle against the rest of the world.

"I won't let this come to pass..."

Misato began melting down the metal, preparing to pour it into a freshly made weapon mold.

* * *

In the former United States, Andrew Cartigan had managed to solidify his foothold, establishing the American Administrative Zone (AAZ) of the Cartiganian Regime. Despite the apparent dictatorship that is his rule, it seemed that this time the people of the former United States were onboard with him. Now the full power of what used to be America's military might was at his control.

Before the world could begin to tremble at what this madman had planned, the reports already came in. His forces have crossed the Canadian border. As the Canadian Military prepared for the worst, they suddenly found themselves besieged by its own people. Protests sprung up all over the country. People were calling for the dissolution of the Canadian Government and were calling for Cartigan to lead them into the future.

The world indeed began to tremble. In less than a week, Andrew would have full control over North America. As it happened... it was also a very productive week in Japan. It would see a war against nature, the fall of a tyrant... and the rise of a new one.

* * *

**End of Chapter XII**

* * *

_These days drift on inside of fog, it's thick and suffocating_

_This seeking life, outside it's hell, inside intoxicating_

_He's run aground, like his life, water much too shallow_

_Slipping fast, down with the ship, fading in the shadows_

_Now a castaway_

_Fame has gone, away_

_Fame gone away_


	13. Reptile Havoc, Part I

**XIII: Reptile Havoc, Part I**

* * *

Doctor Connors learned shortly after working for the Kingpin that he had become more than simply a guest. Fisk is basically keeping him prisoner in this laboratory. Two burly men stood guard outside his lab and saw to his needs so he didn't have to leave for any reason. He would work for the better part of 12 hours a day, get sleep, and then repeat the series of events again.

That was actually expected. Connors knew that something like the Lizard would need to be monitored closely.

_'He fearsss usss.'_

Doctor Connors walked over to one of his tables and looked up in the small square mirror he had there. He didn't know if it was his imagination or something else, but knew, scientifically, what he saw was impossible. The face of the lizard stared back at him, awaiting his response.

"Of course he does," Connors agreed aloud but in a hushed voice. "He understands the power we wield and he doesn't want that biting him in the ass later."

_'Asss if he could stop it.'_

"Oh, I know that and you know that." He looked towards the doors. "And soon, he'll know it too." He sighed as he cleaned up one of his vials at the table. "The question is: what do we do for now?"

_'Patience, my good doctor, we'll have our chance sssoon enough.'_

"Good," Connors whispered. "I'm already getting tired of this place. Still... this place has advantages we shouldn't overlook."

_'We'll need the materialsss if we want to get Ritsssuko back for our lassst confrontation.'_

Connors clenched his reptilian hand. "Yeah... I can't wait to get another crack at her."

_'For now we ssstick with the plan. We need materialsss to put that into action, but once we have what we need...'_

* * *

Ritsuko got very lucky last night. 'Lucky' meaning not that she had a chance to bed down with the girl of her dreams, but rather she found out that the JSSDF pulled men out of her old hideout in order to expedite the search for her. She returned to her old hide out last night and managed to get the vault open long enough to get the most important and irreplaceable pieces of her old stockpile, including the CPU she stole for the power regulation system and the advanced circuit breakers. She left the vault opened for them since the rest of the material was easy to get, just to rub in just how stupid they were.

"This is going better than expected," she stated as her tentacle arms began construction of the main reactor housing. "I'm almost back to where I was before the explosion."

"You took an awful risk, Sempai," Maya pointed out.

"I know, but it'll pay off this time. I'll try not to scare you like that again."

"You might not have a choice," Maya replied. "I've been researching the military science department's notes on the Trithic Elements."

"And you say _I_ take risks?"

"Hacking is safer than what you do," Maya pointed out. "It may not be possible to synthesize the elements. To do so, you would need almost as much energy as a Trithic Reactor puts out."

Ritsuko sighed. "I was afraid of that."

"I took the liberty of finding out where the Kingpin stashes the elements," Maya offered. "He has a facility way up north on what's left of Rishiri Island, off the coast of Hokkaido. It's heavily guarded and it seems to be where he keeps all of the material."

"Wonderful," Ritsuko replied. "Well, the last component for the reactor couldn't be easy. That's just the way of things. I can sneak myself on board one of Fisk's cargo carriers to get onto the island. Getting off might be a problem."

"I know I can't convince you to not go," Maya noted as she walked over to Ritsuko and buried her head into her chest. "But be careful. This is one more chance he has to capture you. He knows you'll have to go there."

Ritsuko wrapped her arms around the smaller girl. "I know, Maya-chan, I know..."

* * *

Work continued in the bowels of NERV. Misato was now working on armor designs. Lilith meanwhile was puzzling over a large 1,000 piece jigsaw puzzle Misato had left her to hone and test her intelligence. She was the apparent age of about two years now, but had the intelligence of a sixth grader already. After examining all of the pieces, she began to assemble the puzzle.

Misato took a break from her designs to watch Lilith work on the puzzle. She was quickly assembling it now. Within minutes she had the entire border done and was slowly filling it in. In this case, "slowly" is a relative term as she was picking up a piece, considering it for about two seconds, and then placing it.

Misato closed her drawing tablet and continued to watch the child work. Within a mere four minutes, she had over half the puzzle completed, and was picking up her pace. She was picking up and placing a piece with one hand while grabbing for the next one with her other hand. In seemingly no time, the puzzle was completed, showing a seaside vista with a Buddhist Shrine in the middle of the picture.

"Astonishing," the Commander said softly. "Even better than I expected."

"Shrine!" Lilith stated proudly and clapped. A smile lit up her face as a feeling of accomplishment overtook her.

Misato was proud of her too. Not only had she managed to complete a 1,000 piece puzzle in less than 10 minutes, she also visually identified what it was she created... All this and she was less than 72 hours old. The Commander realized that Eve's potential was incredible, and now that genetic power was hers.

"Very good, Lilith," Misato praised the girl. "But now it's time for bed."

"Awww," the child whined, but that was the extent of her mutiny. "O-tay." She was obedient, and would never question her 'mother'.

Misato took the child to her room down here and Lilith struggled to keep pace with her mother, mostly due to a bad limp on her left leg. The only possessions that the child had was a half filled beaker of water, a computer, and three completed puzzles that were glued to backings and hung like pictures about the room. The Commander didn't give her anything frivolous, everything was focused on her increasing her intelligence and skills.

The child climbed in bed, and Misato checked her left foot again. She had six toes there and the foot was malformed, almost hoof-like. She was almost perfect, but now Misato knew what she needed to do to perfect the cloning process.

It was amazingly easy just how simple it was, and amazing how quickly it would be possible to have an army of clones at her beck and call... But was it the right thing to do?

_'Does it matter?' _she asked herself. _'You know what happens if you don't...'_

With a motherly touch, she tucked the child in, even going so far as to kiss her forehead before shutting the light off and letting her sleep.

_'I wonder if Gendo treated Rei like this when she was this young?'_

Without letting such thoughts distract her from her purpose, she returned to the work room where she continued to make the armor design. It was a rough sketch as she didn't know the exact size the suit had to be, but she wanted at least to have a few ideas on paper. The new metal needed a few adjustments to be perfected, but she was close now. It would become the perfect medium with which to create armor from, and perhaps a few weapons.

"I'm thinking... spears," Misato mused.

* * *

"A-ha!" Connors said triumphantly. "I have it now. It's perfect in more ways than I would ever have considered!" A flask of green fluid was in his left hand.

_'Exssselent,' _the Lizard said. _'This mutagen will do precisssely what we need it to do. But we need more of the materialsss in order to properly field tessst it.'_

"So we're going to get out of here at last?"

_'Very sssoon, my friend.'_

Having access to the materials inventory, he was about to place an order when he noticed something.

"Well, would you look at this?" he whispered. "Looks like the material I need is at Mount Rishiri... and look what else is there..."

_'Trithic Crystalsss.'_

"Our reason to be there," Connors corrected. He picked up his phone and hit in an extension.

"_This better be good, doctor," _came the irritated voice of the Kingpin.

"Oh it is, my illustrious leader. I just figured out precisely where I need to be in order to intercept Doctor Octopus."

"_Where?"_

"Mount Rishiri. According to the last report I got from your men inside the JSSDF, Doctor Octopus took advantage of the reduced presence at her old hideout and retrieved the items she needed to rebuild the reactor. At this point in time, all that remains is for her to get the fuel she needs, and you have it all in the same facility."

"_Are you certain she'll go there?"_

"She has no choice," Connors affirmed. "Synthesizing the materials would take more power than she has access to at this time, so she has to get at the only supplies on the planet. Inevitably that will lead her to Mount Rishiri."

"_Good deduction. I'll get you up there straight away. I doubt Doctor Akagi is going to drag her feet on this."_

A click told Connors the Kingpin was done with this conversation.

_'Well played.'_

"Indeed. Once we get there, we'll have what we need to start the next phase."

* * *

Later, Doctor Connors toured the facility with Herman Shultz.

"That should cover almost everything," he concluded over the sound of the waves. Rishiri Island used to be a decent sized island off the west coast of the island of Hokkaido. The island had shrunk after Second and Third Impacts to a fraction of its original size... Little more than an island formed from the extinct volcano Mount Rishiri in the center of the island. It looked a lot like Fujiyama back on the mainland so it was sometimes called Rishirifuji.

"Well, Shocker," Connors began. "I have to admit, I think Fisk is wrong about you being useless."

"Well that's one vote in my corner," he replied.

"Yes well, unfortunately, that doesn't matter anymore."

"Oh? Why is that?" he asked.

Before Shocker could react, Connors extended the talon-like claw on his right hand and slammed it into the back of his unprotected skull. The talon easily punched though his skull and pierced his brain in five places. He twitched on Curt's hand for a few moments before the doctor finally pushed his body off and to the ground.

"Because you're dead, you idiot."

Doctor Connors began to increase in physical size as he transformed into the Lizard.

"I may have to kill everyone at this facility to buy enough time to get what I need and get off the island... _Not like thatsss going to be hard."_

Nearby a guard was running for the corner to see what that large thumping sound was. When he turned to corner, he was torn from neck to crotch with a talon armed hand and pushed over the side into the sea. The Lizard proceeded to run along the wall towards the next target. Before the guard could get a shot off, he was pounced upon and eviscerated.

By the time an alarm was raised, the Lizard had already killed all but four of the men at that facility. One tried to run for the shelter in the center of the facility, but the Lizard caught up to him by running cross the ceiling on all fours. He screamed before he was bitten into at the shoulder.

The remaining three were in the shelter, which only had one entrance. Power flickered making it difficult to see.

"Did you see that?!" one of them yelled and opened fire on the door. The others followed suit, scared out of their minds at what was happening around them. They stopped firing when their guns went click. The lights clicked off again briefly. When they came back on, the Lizard was in the face of the leader, hanging upside-down from the ceiling. He hissed, causing the man to scream in fear as the lights kicked off again.

From outside the shelter, horrid screams of fear and agony could be heard, along with the wet sounds of flesh being torn. 12 seconds later, all was quiet.

* * *

Hours later, Ritsuko waited for the men in the chopper to get ready to get out. She was hiding behind some large crates as the two guards amused themselves for the four hour flight by talking about stupid stuff, some of which was highly sexist.

When the men finally stepped off of the chopper, they were frozen at what they saw. Then a pair of claws from Ritsuko tentacle arms grabbed them by their heads and slammed them together hard enough to knock both out.

"So what are we..." the words caught in her throat. There was blood pouring down on of the walls, men in different states of dismemberment were lying everywhere.

"Kami-sama," Ritsuko whispered as she walked on her tentacle arms to the doors. She pulled them opened and was greeted with a scene out of the most violent of horror films.

Men were lying everywhere, most in several pieces. One person was surprisingly still alive, a guard with nasty gashes across his neck and chest. Immediately, Ritsuko went to him.

"Hold on," she said softly. "Tell me what happened."

"It... It was the Lizard," he said though the blood pouring from his mouth. "He killed... everyone and took... canisters... some kind of canisters... You... You must..."

"Don't die!" Ritsuko ordered, but it was too late. The man had stopped breathing and lay still. She screamed in rage. "See! See what your greed has wrought Fisk?! I know you're watching!"

"_He was right," _Fisk's voice came over the speakers. _"You did come."_

"How many more people have to die over your greed?"

"_They were all expendable. And what do you care? Last I checked, you were killing just as indiscriminately as me."_

"Those days are over. Just as soon as I clean up your mess, I'm coming for you! Do you hear me?! I'm coming to take you down, Kingpin!"

"_I'm shaking in my shoes, really. I do hope you plan to take what you came for... You'll never get a better shot at it."_

Ritsuko raised up a tentacle and extended her EMP prongs from the center of it.

"Oh I will," she affirmed. "Don't you worry about that. What you should worry about is what I do to you after I'm done with Connors." She launched her tentacle into the nearest camera and fired off the EMP, taking out the security system for the entire base.

She proceeded to the main vault, a massive door with a complex locking system. She tried at first to break the encryption, but that didn't work. Then she tried using her EMP to short the system out and force it to open. When that failed, she decided to use old fashioned force to get it open. Her lower tentacles slammed into the ground behind her and her upper ones gripped the vault door. Putting every ounce of strength she could into it, she finally managed to rip the vault door off. Inside, canisters of the Trithic Elements were visible. Using a bag she brought with her, she stole three canisters of each element, each containing a crystal the size of a two-liter bottle. Two of each color was now in her possession, enough to complete her test runs, build a full-scale reactor, and some for insurance.

Ritsuko then stole the same helicopter she flew in to get back to the mainland.

* * *

Spiderman was swinging between buildings when a call came in on his communicator.

"Ikari," he said, thinking it was Anako again.

"_I know this channel is being monitored, so I'll be brief," _came the voice of Doctor Octopus.

"Doc Ock," Shinji said softly. Immediately he heard chatter in the background from Anako about an attempted trace.

"_Doctor Connors has broken his arrangement with the Kingpin and stolen a bunch of biochemical agents. I don't know what he plans to do with them, but it can't be good."_

"Doctor... We'll look into this of course. But I need to ask you to turn yourself in. The JSSDF are after you now and we're dangerously close to not being able to control the situation with them."

"_Sorry, Spiderman. I can't do that. I know it's too late for me now, but I won't give up on my dreams now, nor am I going to give up on taking down the Kingpin. Once both of those are accomplished, then I'll gladly turn myself in."_

"Don't you understand?!" he yelled. "You're playing with forces that could destroy all of Japan or even more! You can't be serious about continuing!"

"_I am, and I'm sorry. You said it yourself, I'm doing what you wish you could do... I'm going to affect real change on the world. Maybe that legacy will be enough to overshadow the darkness I allowed myself to sink into after the accident. But I honestly don't care anymore. Vindication is worth anything, even my own life."_

"Ritsuko!" A click on the line told him she hung up. "Damn it! Did you get her traced?"

"_Sorry, Major," _Anako apologized. _"It said she was calling from a candy shop in Athens."_

"Figures she'd bounce the transmission; she's crazy, not stupid."

"_Some would disagree with that assessment."_

"I'm sure."

* * *

Deep in the sewers of Tokyo-3 around half past 10 in the morning, the Lizard pulled himself out of the clean water of the canal into an underground chamber. A computer sat on a table nearby out of the water. As he walked towards the machine, he transformed back into Curt Connors, dropping the canisters, and retrieved a nearby towel. A spare set of clothes were nearby but he ignored these for now.

"We have what we need," he said out loud.

_'Indeed. By tonight, we'll be able to ssstart our firssst dry run.'_

"We'll try a gas-based delivery system first," he sat down at the computer and began working out the formula changes to make it airborne. "But I have a good backup idea if this doesn't work as well."

_'Indeed. Soon we shall bring evolution to Tokyo-3...'_

* * *

**To Be Continued**

* * *

_How can I be lost, If I've got nowhere to go?_

_Searched the seas of gold, how come it's got so cold?_

_How can I be lost, in remembrance I relive_

_And how can I blame you, when it's me I can't forgive?_


	14. Reptile Havoc, Part II

**XIV: Reptile Havoc, Part II**

* * *

Downtown Tokyo-3 is a busy business district. People ran to and fro, looking to get to their jobs or to get back from lunch. It was early afternoon the day after the Rishiri incident, and the Lizard had poised himself on top of the main branch of Toshiro Banking. No one noticed him as he was mostly blended in with the building. Wearing little in the way of garments this time, he wore a harness that held two metal canisters.

Holding on with just his foot claws, he reached up behind him and grabbed the canisters, easily removing them from their confines. With a click, he triggered both and dropped them into the square. They barely managed to miss people as they landed, but before any of them could figure out where they came from, heavy coughing and choking could he heard.

Then came the screaming. The Lizard watched with interest as men and women struck the ground writhing in agony for a few moments before their clothing began to split apart. Scaly skin began to cover the victims as they turned into reptilian monsters similar to the Lizard himself only smaller by a fair bit. Immediately, those not affected by the gas were being hunted by the newly created monsters.

The Lizard quickly crawled down into the battle zone and grabbed one of the smaller females. He then quickly traversed up the building and away from the chaos. He had more work to do now.

It was only a few minutes later when Section-4, along with reserves from the JSSDF, arrived on scene and began to attempt to wrangle up the monsters. There were injuries all around, but surprisingly the JSSDF was finding no deaths so far. Of course, some were missing chunks of their flesh as they were bitten by the monsters. Section-4 was very thorough in its search, closing off the water ways, sewers, and streets until they had all the monsters in their possession. But the end result was still a mess.

Well above the streets, Doctor Octopus watched with interest.

"So, that's what he's up to," she said to herself as she heard Venom and Spiderman land behind her.

"I don't get it," Spiderman said. "Why would Connors want to transform people into creatures like him?"

"Something he said the last time we fought," she replied. "He's bringing evolution back into the human race, but in the worst possible way."

"_I got what you wanted," _Venom said and handed Doctor Octopus a small canister. _"Some of the vapor is trapped in there, hopefully enough for you to figure out how to counter it."_

"I'll leave that to the smart people," Spiderman commented. "I need to get down there and make sure all the reptiles are accounted for. Besides, I can't be seen with either of you."

"I'll let you know as soon as I have an answer," the doctor replied. "Venom, come with me. I could use your eyes."

"_We're right behind you," _she replied.

* * *

Shortly after Connors killed off the men at the Rishiri facility, the Kingpin declared the Lizard's life forfeit. To that affect, Fisk's men were combing the city looking for him. In a back alley close to an abandoned NERV access point, one of the search parties found him in the early morning hours after the incident downtown, and almost immediately wished they hadn't.

"What the fuck?!" one of them yelled at seeing his partner lying in the alley with half of his face eaten off. His group consisted of 12 men... and they were already down to just nine.

"Just keep moving," one of the men ordered. "We have to make it back towards Takama Street. We can link up with another team then, and trap this bastard."

Just then they heard another scream, and one of the men caught sight of the victim being dragged up the wall of an alley into the darkness above. The sounds of submachine gun fire rang out but he hit nothing. Another cry of pain and the man was suddenly drenched in hot blood causing him to freeze in horror. A few seconds later, the top half of his buddy landed on the ground in front of him with a splatter causing him to scream in terror. His lungs were almost on fire by the time he was able to move but by then it was too late for the men around him.

Nearby, the squad leader opened fire but the Lizard landed on him and tore his chest open with a well-placed swipe of his talons. Fresh bullet wounds opened as another nearby gunman opened fire, but the Lizard seemed as if he didn't even feel the shots as he leapt upon the next man and bit his head off.

The terrified man turned to run, only to watch another one of his buddies have their head torn off by a meaty claw. Finally, he shifted directions and manged a few feet before he was yanked back into the shadows. A claw came over his face and he finally went unconscious from fright.

After what felt like hours in darkness, he awoke. He saw he was tied to a table and several of his friends were nearby. A total of five survivors from the team. He tried the binds but was unable to budge very far. Nearby was a man in a white lab coat.

"Oh, God help me," he whispered.

"I don't believe in God," Connors said in response, turning his chair to the man. "God is little more than a half-baked ideology. If God existed, he wouldn't allow a thing like evolution to disrupt the purity of his creation. But Evolution is the true god... It is the process by which life improves and adapts to its surroundings. Technology has made man weak, but now I will use it to restore the natural balance."

The doctor walked towards him. He struggled to get free but was suddenly grabbed by his head.

"Last test," Connors said directly. "Hydro-absorption." Grabbing his nose and holding it closed, he made the man drink a solution that consisted mostly of water. Some of it was swallowed and he coughed from the rough treatment.

"Now, let's see what happens."

Moments later, the man was in great pain as his body was changing from the inside out. He scarcely noted that he was losing his memories and his mind in the transformation. His clothing split, the binds released and his body seemed to relax at the end.

Connors stood back as the new reptilian creation tried to get up only to fall back down in fatigue.

"Good," he replied as the other captives made horrified noises. He took a sample of the creature's blood and walked back to his computer. After examining the blood briefly he laughed maniacally.

"Success!" he yelled. "The water-based formula is permanent, unlike the aerosol equivalents."

_'Ssso, all that isss left isss to ssset up a proper delivery sssyssstem?' _the Lizard said within.

"Yes," Connors replied. "The delivery system is all that remains. Tonight, we change the world... starting with Tokyo-3."

* * *

"We've lost two teams," Eddie reported. "It seems the Lizard has been hunting them. Most of the men were torn to pieces but a few are simply missing."

Fisk took the news about as well as could be expected. For the first time in his life, he was afraid. This was a feeling he wasn't accustomed to.

"Eddie," he said in an uncharacteristically low voice. "Please get the office ready to relocate to the Miyazaki Facility. It's obvious to me that Tokyo-3 is no longer secure enough."

"Gotcha, boss," he replied. "I'll take care of everything."

"So many contingencies... so many plans... and I didn't plan for this eventuality."

"Be fair to yourself, boss," Eddie offered. "No one could have seen this shit coming... not even you."

The Kingpin stood up from his chair and walked towards the window. "What about the file?"

"Half of it was taken from our attorney's office," Eddie reported. "No one knows who did it. I figured it was probably the bitch, but it wasn't her MO. Whoever got in there was a more than capable 'second story man' who knows how to bypass alarm systems and apparently wears all black. Heck, if I didn't know better, I'd say it was that Venom bitch from last year."

"...What if it was?"

"Pardon?"

"Think about it, Eddie," Fisk nearly commanded. "NERV may very well have been directly responsible for her creation. Why not take it in and use it for themselves?" Fisk grunted uncomfortably at that thought. "Another tool at their disposal. If I had her at my command instead of Rhino and Shocker, I could have owned this planet long ago."

Eddie considered his words carefully. It did make too much sense. No matter how many people Venom had killed, they could simply sweep it under the rug and suddenly they'd have a new weapon at their disposal.

Of course the file was the biggest concern. Much like the lists some high profile governments use for their deep cover operatives, it was one half of a whole. One side of the list, the side his attorney had contained the names of the front companies under Fisk's control. While the other half of the file, the one Kingpin himself held, was the information pertaining to exactly what each entity really did for him. And just like a side-by-side list, both files would coincide perfectly with each other putting together a perfect picture of Kingpin's control of the criminal underworld.

"How do we get that file back?"

"Nevermind that now," Fisk ordered. "First, we get to a safe place, and then we consider our next options."

* * *

"I still don't understand," Rei said from her seat. The Venom symbiote had transformed into a light sundress for her as she relaxed in Ritsuko's new hideout and watched her work.

"The Lizard wants to turn the world into mutated lizard-men," Ritsuko replied. "His motivations are a perversion of Doctor Connors' original desire to better humanity by giving it the regenerative properties of a reptile. Think of it as taking an great idea just a bit too far. For example, I want to make the reactor to give humanity free energy. If I tried to make one massive super-reactor instead of technology that can be duplicated and more easily controlled, that would be a perversion of the ideal.

"This is basically what I mean. The Lizard has, at its core, the same goal as Doctor Connors, but it's taken to the _nth_ degree. Connors is suffering from Dissociative Identity Disorder. His Hyde persona has become the dominate one in many ways, and Connors has allowed it to influence him."

"I see," Rei replied.

"Okay I have it," Maya called out and brought forward a beaker filled with clear liquid.

"What's that for?" Rei asked inquisitively.

"What we saw downtown was a dry run," Ritsuko replied. "The men that were changed and wrangled started changing back to normal within a few hours of exposure but suffered some lung damage as a result. Connors has to find a way to get the transformation to work without causing tissue damage, and make it permanent."

"So, again I ask, what's with the beaker?"

"A theory," Ritsuko replied as she grabbed two nearby test tubes with her tentacle arms. The tiny prongs that extended from the tips of the main prongs while they were closed were perfect for this purpose. A small mini-tentacle extended from the aperture of one of the tentacle claws and wrapped around the beaker. Ritsuko took another puff off of her cigarette as the test tube's contents were poured into the main beaker. Within seconds, the liquid turned bright green. She placed it within the scanning system and looked at the readouts.

"What kind of theory?"

"If the mutagen can't be inhaled safely..." She drifted off as she watched the inter-spacing of the molecules in the saline. She then took a blood sample and a few drops of the infused saline and mixed them. She watches what happened and was greeted with the blood cells fundamentally changing as their DNA was instantly rewritten. "... maybe it can be ingested."

"Sempai!" Maya exclaimed as she watched the change on the screen. "The blood cells are mutating!"

"Yes they are, Maya. Which means that the Lizard is likely going to try to introduce the mutagen via the city's water supply." She sighed. "And the best place to do that is Tokyo-3's primary water treatment plant. It takes water from the mountains and pipes it into the city, filtering it through a complex system to purify it and make it drinkable. Inside that facility, it would be easy for him to set up a dispersal system that would affect the entire city's water supply. By this time tomorrow, if he isn't stopped, the entire city could be turned into half-human reptiles."

"We should hurry," Rei offered as she jumped out of the chair.

"We?" Ritsuko asked with a raised eyebrow.

"Yes," Rei replied as her outfit changed into her Venom exoskin. _"We. You didn't fare well against the Lizard on your first attempt, so we're helping you this time."_

"This is my burden," Ritsuko protested.

"_Too bad, we're not giving you a choice in the matter."_

Ritsuko sighed. "Fine, we go as a team."

"Good luck, Sempai," Maya offered as she jumped on Ritsuko and hugged her again. "You too, Venom."

"_Don't worry, Major," _Venom replied. _"We'll make sure she comes home safe." _She turned back to Ritsuko. _"Coming, Doctor Octopus?"_

Ritsuko smiled. She was perhaps a little too eager to begin this.

"Let's do this," she replied.

* * *

"_We've already taken the liberty of alerting Shinji-kun,"_ Venom reported as she kept pace with Doctor Octopus across the buildings. _"He'll have Section-4 move in."_

"The only downside of this," Doctor Octopus replied. "I might have a hard time escaping after the deed is done."

"_You'll think of something, you always do. Besides, we still have to figure out how exactly we're going to escape notice as well. If we get caught the consequences could be bad."_

"Especially with Misato going all 'Commander Ikari' on everyone."

"_It's gotten worse," _Venom replied at that. _"I know she has some ulterior motive for Eve, but I have no idea what it could be."_

Doctor Octopus didn't want to contemplate that.

A few minutes later they both crested a building on the outskirts. Ahead of them, just over some rough terrain was the water treatment plant at the base of a mountain. Doctor Octopus's techno-organic eyes focused on the outside of the facility, scanning the catwalks and walk ways outside.

"_What are we waiting for? Is everything alright?"_

"No, we need to hurry," Doctor Octopus replied. "He's already on site."

"_How can you tell?"_

"Because the guards are missing," she turned to her companion. "I'll go in through the front door and try to get his attention. Take one of the upper external entrances and try to come at him from above. If we can catch him off guard, we'll stand a better chance."

"_Sound plan, but what makes you think he'll be focused on you enough to not detect our presence?"_

"Because he wants me dead," without another word, Doctor Octopus headed straight into the facility.

* * *

Inside the facility, the Lizard busied himself setting up the canisters for deployment. The system consisted of three main pipes that dispersed water to the three main zones of Tokyo-3. The canisters had what Connors liked to refer to as 'Remora Valves'. They were magnetic locks that sealed to the pipes and penetrated them to reach the inner wall. Once there, they could be triggered to empty their contents into the pipe. In this case, a staged release would be required to disperse the mutagen properly. The first tank was in position but was still in the process of cutting though the nearly 3in thick steel pipe.

"_Almost ready," _he whispered. _"Sssoon, I ssshall usssher in a new age. An age of..." _He stopped as he picked up a faint but familiar scent. _"Oh, thisss isss perfect. Ritsssuko isss here to ssstop me."_

He realized he had time to kill as the first canister was still trying to cut through the first pipe. And so he began to stalk though the facility to find the intruder. He knew she had to come this way and took the most direct route to get to the front.

It didn't take him long. Doctor Octopus was walking into the main hall of the administrative area with her hands in her pocket, when the doors at the end of the hall where thrown opened. The massive Lizard stalked towards her, stopping about 30 feet away. Doctor Octopus stopped as well, raising her head slightly as her tentacles took up positions behind her. Her right hand left her pocket and adjusted her sunglasses.

"So, Doctor Connors, we meet again," Doctor Octopus said.

"_Ssso, it would ssseem. How did you know I'd be here?"_

"It was quite easy, actually. As soon as I got word that the people you affected with your mutagen were suffering the effects of chemical burns on their lungs and the transformation wasn't permanent, I knew you had to find a way to duplicate the effects without going through the lungs. All it took was a little experimentation with samples of the residue left behind by your little stunt to realize it was much more effective as a waterborne agent."

"_I sssometimesss forget that you do have a brain in that pretty little head of yoursss,"_ the Lizard commented. _"But why come here? You're no match for me."_

"Maybe I'm a glutton for punishment... or maybe I care about this city enough that I'm willing to risk life and limb to protect it."

"_You? Protect? Ha! Either that thrassshing I gave you affected your mind, or you're becoming a sssentimental fool."_

"Perhaps a little of both," Doctor Octopus admitted. "It took nearly getting killed by you to make me realize something I never did."

"_That being?"_

"Just how much of a cunt I've been," she said in a matter-of-fact tone. "I was killing indiscriminately, like you... Taking what I wanted from whomever I chose, also a bit like you and Kingpin for that matter... And I realized that if I really wanted to change the world, I needed to be better than that. So... on Maya's insistence, and to save my own soul, I foreswore killing needlessly. Instead, I decided it was time to dedicate my existence to both the old plan and a new initiative."

"_That being?"_

"To get scumbags like you where they need to go," she taunted as she took her other hand out of her pocket. "First, I'll deal with you. Then, Wilson Fisk will be the next to fall."

"_Ha! You really are full of yourssself! You think you can defeat me? You're welcome to try!"_

"I wouldn't be here if I didn't think I could."

Sensing the time for words was over, the Lizard launched himself into a full charge, attempting to cover the scant 30' as quickly as possible. Doctor Octopus waited until the last possible second before striking, launching all four tentacles at once, using none to brace. It seemed like a tactical error, but Doc Ock wasn't trying to stop his charge...

Despite the lashing claws, the Lizard couldn't knock away all of the tentacles, and two latched onto him, one on his right shoulder, the other on his left side. Using the lifting servos, Doctor Octopus lifted herself and ended upon on the Lizard's back as he burst through the doors on the other side and into the maze of catwalks and stairways that made up the front side facilities. The Lizard lashed around, trying to grab at Doctor Octopus, only to have claws from the remaining tentacles snap at him for attempting and try to grip on him more. He threw himself into the stairways, which hurt a bit, but she forced down the pain and kept up her assault.

Finally, after a hard spin, he managed to get the Octopus off of him, but was surprised when she was able to correct her flight by grappling a couple of nearby safety rails and suspend herself in midair for a moment before launching straight back into a direct assault. He lashed at the tentacles as they struck, pushing them away. But every few seconds, he'd get smashed in the head with another tentacle claw. Yet Doctor Octopus's luck ran out when he was able to get her with a claw swipe that stunned her long enough for her to get thrown back over the top of the administrative wing where the facilities continued.

She tried to get back up only to get a clawed foot in her chest, kicking her over. He tried to follow up, but was slammed on the face with another tentacle claw. As he fell back, the claw grabbed him about the chest and threw him into another set of catwalks where he bounced off of some pipes before finally correcting himself and clung to another one. He ran down the pipes as Doctor Octopus tried to send large chunks of debris his way, but each one missed, striking a wall, catwalk, or pipe, seeming at random with each failed attempt.

She suddenly realized she lost sight of him.

"Terrific," she whispered but kept her wits about her. Her claws opened and started scanning about with their main lights on.

He suddenly pounced from seemingly out of nowhere, but she was ready for the attack, seeing it though one of the tentacle cams. He was smashed out of the air and grappled. She tried to pull him in but he managed to wrench a pipe loose and smashed her with it, striking her left shoulder and dislocating it. With a cry of pain, she dropped him and tried to recover only to get pounced upon.

"_Gotcha!" h_e taunted. _"You ssshould never have come after me alone."_

Doctor Octopus, despite the lacerations and the dislocated shoulder, started laughing at him.

"_What the hell isss ssso funny?"_

"Besides your lisp, the fact that you think after how hard it was for me to fight you the last time, you honestly believed I came here alone."

Before the Lizard could contemplate the first possible meaning of 'trap', he was grabbed around main body by a black tendril and slammed into a nearby set of pipping. Ritsuko used her tentacle claws to get her back to her feet, then used one to grasp her shoulder and force it back into place, crying out in pain at the popping sound.

"_Alright, ugly," _Venom taunted. _"Now you get to deal with us."_

"_Venom! I should have sssussspected that you might ssstill be alive. How elssse would Eve have sssymbiote propertiesss in her DNA?"_

"_The fact that you know that already makes us very angry." _Venom launched herself at the Lizard going toe to toe with him.

Her physical abilities were greater than that of Doctor Octopus who was forced to rely on her tentacles for the most part. The Lizard tried to get a shot in, but was lashed with multiple tendrils at close range before being raked by Venom's own claws. He was then thrown higher up in the facility with Venom quickly racing after him.

Doctor Octopus struggled to try to catch up, but the pain slowed her down. She could hear the battle but couldn't see it.

Up ahead, in the nest of pipes, the Lizard was moving around them at lightning speed as Venom approached.

"_Can't run, Connors."_

"_Whosss running?" _he taunted back as they reached the auxiliary piping. Here there was no insulation over the pipes and most of them were empty of water. Venom launched two tendrils and slammed Lizard into the nest. She quickly crawled up only to find the Lizard waiting for her.

"_You really are an idiot, you know that?" _the Lizard taunted as his tail slammed the pipe next to him. The loud tonal response ripped a sonic wave through Venom, causing her to scream in pain as the exo-skin half ripped itself from Rei. Due to just how united they were now, this caused untold pain to her.

_'Stop it!' _she screamed at her symbiote partner. _'You'll kill us both!'_

_Can't... help it... the noise!_

His tail lashed another nearby pipe ripping another sonic wave across the air. Venom tried to get down but the sound caused another major spasm and a lot more pain this time.

Below, Doctor Octopus heard the tones and the shrieks and knew her friend was in trouble. She quickly pulled herself up, ignoring the pain in her shoulder that echoed all over her left side. A third tonal sound echoed along with another shriek and she watched Venom fall. She quickly maneuvered to catch her but fell with her to the ground. Ritsuko landed on her back, ironically the strongest point on her body thanks to the connection point of the tentacles. She moved Venom to the ground, where she lay like a limp fish. She could see the girl was still breathing but the exoskin was quickly evaporating.

Doctor Octopus took off her trench coat and draped it over the now-naked young woman. Her jaw set on anger as she decided her next move.

"_Just you and me now, bitch," _the Lizard taunted.

"Yep," she replied softly. "Just you and me."

Without another word, her tentacles reached for the catwalks and launched herself up. They walked her though the piping at a breakneck pace until she came face to face with the Lizard then she kept going, lashing with a free tentacle as she dodged over the piping. The monster jumped in managing to grab onto her, but Doctor Octopus continued to punch, lash and smash the entire time.

Claws raked, metal claws snapped and blows were exchanged. One moment, Doctor Octopus was slamming the Lizard into a wall, the next she was thrown by her tentacles into another one. Finally she was thrown though the main control booth's window. Before she could get up, the Lizard launched himself into the room.

As she tried to get up, she was kicked back down with a clawed foot. She launched her tentacles but they were batted aside. Once he was close enough, he slammed his talons into her stomach. She screamed in agony as she felt her abdominal cavity invaded. When he ripped them back out, she watched lines of blood fly from her and felt instantly queasy.

"_Ssstill alive?" _he taunted. _"Good, I wouldn't want you to misss thisss."_ He walked over to the main pipes and checked on the status of the first Remora Valve. It was almost ready. _"I hope you ssstay alive long enough to hear the dissstance sssoundsss of a city in chaosss."_

Doctor Octopus held her stomach closed as the nanties in her blood quickly worked to seal the injury. She knew her only saving grace at the moment was the fact that the Lizard didn't know just how fast her regeneration worked, or that she could mentally command all of the nanites to repair the same place, quickly regenerating specifically life-threatening injuries over minor cuts. She began to feel less queasy as her stomach sealed itself.

"_Asss sssoon asss I ssset this valve, the contentsss of the canissster will empty into the watersssuply of the northern part of Tokyo-3. The changesss ssshould happen fassst."_

"A Remora... Valve, huh?" she said weakly. "No surprise you'd... use that technology. I mean, if... you tried to directly bypass the main... the entire system would... lock up."

"_Ssstill you talk. Don't you ever get tired of hearing your own voice?"_

"Not really..." Ritsuko said, continuing to speak weakly. "But I do get tired of yours... Consequently, you made... one major mistake tonight."

"_Oh really?"_

"You underestimated me."

"_Is that so?"_

"More importantly, you underestimated _my_ ability to regenerate."

The Lizard turned upon hearing that but it was already too late. From her slightly slanted position up against the console, she launched a single tentacle. He dodged but found out too late that the claw was not aimed at him. He turned in time to see the canister ripped from the piping behind him and he got nailed with a heavy blast of water.

Two of Doctor Octopus's tentacles launched up and grabbed the ceiling, pulling her up before the water could reach her. Within seconds, the automatic cut-off shut the water down. But before the Lizard could recover, Doctor Octopus made her final move.

"Nighty-night," she taunted as one of her tentacles extended the dual prongs of her EMP system. They touched the ground and activated, nailing the water with several thousand volts of electricity. The Lizard screamed in pain as the surge of electrical energy passed through him and made his heart skip erratically. When she removed the prongs, the Lizard fell facedown.

Doctor Octopus waited a moment before letting herself down to ground level. She watched as the Lizard began to slowly change back to Doctor Connors. Wasting no more time, she moved downstairs looking for Venom.

There, where she had been laying, was her trench coat but no signs of the injured woman.

"She must have woken up and escaped. Which means..." She suddenly heard the sounds of Section-4 entering the facility. She quickly grabbed her trench coat and made her way down to the base of the complex. She escaped through the emergency drainage system.

* * *

Spiderman came upon the unconscious Doctor Connors and the canisters of the mutagen.

"Sir?" one of the men asked as he walked in.

"Looks like Doctor Octopus took care of the problem after all," Spiderman replied. "Must have been a hell of a fight, I'm just sorry I missed it."

"We need to capture her," the solider noted.

"I know," Spiderman replied. "But good luck finding her. She's long gone by now."

* * *

Outside the facility in the mountains, Doctor Octopus watched as the place swarmed with Section-4 agents.

"One down..." she whispered triumphantly.

* * *

**To Be Concluded**

* * *

_Forgive me... Forgive me not..._

_Forgive me... Forgive me not..._

_Forgive me... Forgive me not..._

_Forgive me... How can I forgive me?_


	15. What Has Science Done

**XV: What Has Science Done?**

* * *

Fisk owned a 35-story building in downtown Miyazaki, located on the island of Kyushu, the large island that made up the majority of southern Japan. Although he had been here for more than 24 hours now, he still didn't feel secure.

The reports of the capture of Curt Connors reached his ears a day ago, along with what he planned to do.

"I never should have trusted that madman," he whispered. "Now, what do I do?" He turned towards the main doors into his large windowed office and saw Eddie standing there. "What is it?!" he barked.

He watched the man fall forward, a three-pincer armed metal claw retracting behind him.

"Hello, Kingpin," came the voice of Doctor Octopus as she walked into the room.

"You!" he exclaimed in shock. "This is an unlisted address! How did you find me?!"

"It seems in your haste to abandon Tokyo-3, your men were a little sloppy in shredding the paperwork. I found a complete directory of your business there, including this office structure currently under lease by the Nataku Corporation. Of course, Nataku doesn't actually exist. It's just another one of your front companies."

"Why come here?" Fisk asked. "You have what you want."

"True, but there are three things that brought me here. First off, your men hurt my Maya and I owe you pain for that. Secondly, there is the fact that I know while you're still free, you'll continue to try to track down my location and take the technology from me."

"I see," he said as she paused. "And the third?"

"The fact that once someone makes it on _my_ Blacklist, I don't stop pursuing them until they're no longer a threat. As it stands, I can't kill you due to my promise to Maya, as much as I'd love to do that right now. So I'll settle for finding the other half of the so-called 'Black Directory' and turning you over to the authorities."

"My, my. You went from criminal to crusader in a just over a month. You must be quite proud. Just remember the most important thing about fighting the so-called 'bad guys'."

"And that would be?"

"We cheat." The Kingpin snapped his fingers. Within moments a ring of nine men stepped out of the shadows, stopping within 15 feet of Doctor Octopus. "Did you really think I wouldn't be protected?"

"Oh, I was waiting for this," Doctor Octopus countered. "But why bother? Your men are no match for me at all." As her claws scanned the area and she examined her situation closely, she came to a realization. None of them were armed.

"By themselves no," Fisk agreed. "But they've all gained something special. You didn't really think Doctor Connors was the only scientist in my employ, did you?" She watched in horror as the men took off their jackets and began to grow. "In his haste to turn the world into reptiles, Connors left the formula behind. My other scientists analyzed it and removed the properties from the formula that removed memory. Now, it's a trans-formative super steroid." The men turned into smaller versions of the Lizard. They grew scales, claws, and snouts. "You had a hard time with Connors alone, Doctor. How well do you think you'll fair against nine of them?"

"Just fine," Doctor Octopus replied immediately. "They're not Connors."

The first of the reptilian monsters pounced and was immediately slammed out of the air with a heavy tentacle hit. The metal appendages seemed to fly of their own volition as the monsters tried to get close to her and she fended them off with ferocity.

Fisk reached into his desk to retrieve a weapon. Immediately, one of the claws grabbed him by the shoulder and threw him across the room into a marble column.

"Sit down," Doc Ock quipped. "I'll deal with you in a minute."

Only one of the lizards went down and began changing back. The others were trying desperately to strike at Doctor Octopus, but she had become a flurry of movement. She ducked, dodged, and weaved while she slammed, slashed, and struck with a fervor her enemies had never seen out of her before. One actually was able to bite down on her arm, only to get his shoulder crushed by a massive claw until he let go. While that one was being thrown, a wide swipe with a closed pincer slammed three more out of an attempted pounce.

What injuries she got weren't slowing her down at all. She had become the eye of the hurricane, a point of calm in a maelstrom of flying metal. One by one, the slamming claws and lightning quick strikes wore down her opponents.

When Kingpin managed to stand again, he saw that all nine of his men were now down. Doctor Octopus was a mess of bloody clothing but showed no signs of weakness.

"How?!" he cried out. "How can you still be standing?!"

"There are things about me you don't know," she explained calmly as a tentacle grabbed Fisk and wrapped him up, pulling him closer while pinning him at the same time. "You assumed I was just a scientist that managed to get permanently attached to a utility rig. You thought I was nothing more than that. I've become so much more than human now, but that transformation has been as much a burden to me as a boon."

Ritsuko walked towards a picture hanging on the wall. Using a tentacle claw she slammed it aside revealing a wall safe. Her claw slammed into the door pulling the entire safe out of the wall.

"The only thing keeping me sane all this time was Maya," she admitted. "She is my light."

"Why tell me all this?" Fisk asked.

"You've been fighting me for so long, I think you deserve to know what you were up against," another closed tentacle claw came down and shattered the safe's casing. Fisk gasped at that display of power form Doctor Octopus and watched helplessly as the other half of the Black Directory was extracted from the broken thing.

"If Connors represents a force of nature, I suppose then that I represent the force of progress. I'm almost more machine now than human, a perfect blending of the two, brought about by nano-machines. These microscopic machines were originally meant to maintain the neuro-pathways between my spinal cord and the rig, but because of them, the rig is now a permanent part of me.

"In a way, I think it was fated that Connors and I came into conflict. We each represent two sides of the same coin: advancement through nature vs. advancement through technology."

"And what was I?" Kingpin asked.

"In a way, you represent everything that's wrong with our current society. You are the incarnation of greed, and power-madness. But that ends now. Section-4 is already on its way here, I warned them ahead of time that I was coming here to finish your empire. All they have to do is collect you and the file. Spiderman has already given them the first half. They just need this."

She placed it on the desk, then violently threw Kingpin into a wall. He tried to get back up again but he couldn't move.

"You're empire is about to crumble, Kingpin. And good riddance at that. If you ever manage to get out of jail, I suggest you be very careful about what you do from then on... because I'll be watching."

Doctor Octopus shattered the windows nearby and proceeded outside, using her claws to traverse downwards into the night.

Minutes later, Fisk managed to sit up in time to watch Section-4 enter the room.

* * *

**Epilogue**

* * *

"Stage One online!" Maya called out.

The reactor was large, nearly 20' tall and dominated the middle of the work area. Massive cables stretched from the machine to battery systems to store the energy, and massive Tesla Coils outside to disperse the remainder.

Inside, three concentric rings sat, each with a different Trithic Crystal, each the size of a human thumbnail. The first ring began to spin, producing some energy, enough to keep the apparatus working without outside help.

"Reactor is now self-sustaining!" Maya called.

Ritsuko used her tentacle arms to adjust the system safely from outside of the magnetic field between her and the reactor.

"Beginning Stage Two," she called out. The second ring began to spin, in a different direction. The energy suddenly magnified 10-fold.

"The reactor is now sustaining the entire lab," Maya said with obvious fear in her voice. "Sempai? Are you sure about this?"

"We'll take it slow, Maya. Upping the amperage now."

The rings began to spin faster, producing a visible energy field around the reactor core.

"No backflow detected," Maya said, though it was obvious she was afraid now. The girl remembered that this very machine was what nearly killed Ritsuko the first time. "Everything looks okay, Sempai."

"Beginning Stage Three," Ritsuko warned.

The third ring began to spin. Suddenly the power amplified exponentially. The battery systems charged in a matter of seconds and the Tesla Coil meant to discharge the rest was lighting up.

"We're producing enough power to light up half of Honshu!" Maya yelled over the sound of the reactor. "Sempai! The temperature is spiking!"

"I was expecting that. Activate the cooling coils!"

Maya pulled another switch, causing four drill shaped coils of metal to come down. Inside was a large supply of Liquid Helium. Each side screwed into the core and instantly the temperture began to plummet. But it wasn't enough; the reactor was still giving off a dangerous amount of heat.

"Alright, that's enough!" Ritsuko yelled.

"Hai! Cutting off Stage Three!"

The third ring stopped spinning and immediately, the chamber began to cool.

"Should we leave it on Stage Two?" Maya asked.

"No, go ahead and shut it down," there was a bit of disappointment in her voice but it was barely noticeable. Within moments both of the remaining rings slowed to a halt, and Maya looked visibly relaxed again.

"Sorry, Sempai." Maya offered.

"Are you kidding?" Ritsuko replied with more joy in her voice now. "This is a major breakthrough! We've just proved that a cooling system can be introduced inside the energy field without disrupting the reactor's power generation. We're closer now to perfecting it, but it's still going to need a lot of work."

Ritsuko walked over to the reactor and placed a hand on it now that it was cool. "This is only the second iteration of the reactor. We'll need to build new prototypes, examine new theories, and do a lot of math. Kami, I missed this!"

Maya smiled at seeing her Sempai so happy. She ran over to her and clung to her, earning a pair of arms around her.

"One day, Maya. One day the reactor will be finished. It might take a year, might take 5... But we can't release the technology until its ready."

"I'll be with you every step of the way, Sempai."

As she looked up at the taller doctor she saw her face was coming closer. Their lips met, affirming their love for each other. Though Maya would be forced to live out here in the middle of nowhere, so long as she had Ritsuko with her, she knew she could endure anything.

* * *

_In other news tonight, Antonov Rosco of the Russian Federation has managed to quash the last bastion of resistance against him. We reported on this story nearly a year ago, but there was no news coming out of that area since then. Antonov has placed himself in the newly reformed position of General Secretary, which indicates that he has returned Russia to the Marxist viewpoints of Pre-Second Impact Russia. This comes as a blow the European Union which has almost fully embraced Democracy._

Shinji shut the TV off. Although now he wondered if the call to war would come sooner rather than later. The latest reports seemed to indicate that Andrew Cartigan was now in full control over continental North America.

"Stop worrying about things you can't control," Rei whispered as she sat on his lap facing him. They were in their apartment in NERV, still on standby due to Cartigan's resurgence.

"I know. I just have to react. But I can't help but wonder if most of what's happening now isn't actually my fault?"

"Never think that," she replied. "You and I together knew that we would never be able to see all ends." Her arms wrapped around his shoulders and she laid her head against his. "All you can do now is what is asked of you."

"I know," he sighed. "I just wish there was something more I can do. Especially since almost everyone I love is either going insane or becoming an outlaw."

"Stop it," she scolded softly. "Self-loathing was what caused the events leading up to Third Impact in the first place. Do you really want to relive that?"

He paused. "No, of course not."

"Then stop this self-degrading line of thought. Besides, Ritsuko is doing fine."

"I know but I wish... I wish she didn't have to live like this."

Rei got up as Shinji signaled he wanted to do the same. He walked towards the window looking out over the Geofront.

"She'll do the world a great service one day," Rei pointed out.

"I know," Shinji replied. "She's doing something that will have great ramifications for the future."

Rei walked next to him, taking his arm and lying her head against his shoulder.

"One day, she may be able to clear away the sins of her past," he mused. "One day, she might be heralded a hero."

The two watched as the sun set. Though they couldn't see the sun, the guide wires were transmitting the setting suns orange light over the Geofront.

"One day," Shinji whispered. "One day, she can rejoin the society she has sacrificed so much for... but for now... she has no choice... no choice at all, but to live upon its very fringe."

* * *

**Credits**

* * *

**Doctor Octopus, Spiderman, Venom, Carnage, Wilson Fisk (Kingpin), Shocker, Rhino and Domino are property of Disney/Marvel Comics**

**Neon Genesis Evangelion is Property of GAINAX**

**Superwomen of EVA created by Orionpax09**

**SOE: Alterverse Created by Archdruid Sephiroth**

**Story By Archdruid Sephiroth**

**Edited By Tellemicus Sundance**

**Musical Exerts by Nine Inch Nails and Metallica**

* * *

**Reviewers**

* * *

**Belthasar**

**Jimbob86**

**Marco A. Salazarm**

**Orionpax09**

**The 17th Immortal**

* * *

**Special Thanks**

* * *

**Marco A. Salazarm (Character Sketch)**

**Orionpax09 (SOE Creator)**

**Tellemicus Sundance (Beta, Section Rewrites, and Being Just Plain Awesome)**

* * *

**Stinger**

* * *

Misato Katsuragi stood within the elevator as it descended, waiting for it to take her down into an area of NERV Central that no one, other than herself, had been in for many years...

Terminal Dogma

The doors opened and she proceeded to the first of the hidden laboratories located down in the depths of what could be construed as Technological Hell. Inside there was a lot of raw materials including the bars of metal she created in a moment of inspiration, but until now had no name for...

f-LS

The metal was derived from numerous studies of the artifact known as Lancea Longini, a metal so powerful it could destroy anything, and so versatile and light it could even be used as armor. Faux-Longinus Steel was the key to a whole new level of technology, and it could revolutionize everything.

Misato entered the room and her hand traced lines across the dull bronze metal. It felt somehow familiar to her, almost comfortable. Her eyes fell upon a man-sized copy of the lance made of this metal that she also created in a moment of inspiration. She took it up, holding it in her hands and feeling as if the metal was reacting to her.

"The world is falling apart despite the best efforts of the JSSDF and NERV itself," she whispered. "Between Cartigan's resurgence and The Soviet Bloc reviving, we are completely unable to stop this world from prying itself apart at the seams."

Misato walked towards the forge and turned it on. It quickly began heating the special metal components in preparation for its use.

"Misato Katsuragi can't save this world, but maybe someone else can. Someone not so tied down by the restrictions of office, someone who can utilize the resources of this world towards a more efficient end."

She took up the forging hammer and began to work. She stripped off her officer's coat and braved the sweltering heat of the forge for a time before she finally completed the object she was working on.

She held the object in her hands, scrutinizing the details. "I don't know where I got these skills, but I'll use them and the knowledge afforded to me to forge a new personae... one that will create an army in secret. A powerful force of cloned warriors to overrun the world country by country until it is fully united under my leadership. And then, Ritsuko's dream of a peaceful world can finally be achieved. She believes she can do it with her reactor, but one piece of technology can't achieve this end now. It's going to take a lot more than that."

She held the object for a moment, an object wrought with her own hands, created in a moment of inspiration like so many of her latest achievements. And yet it felt so familiar, as if an old leather belt she couldn't live without.

"I have a lot of work to do."

She put the object down on the table. Determination was clearly visible on her face as she grabbed the hammer again and began to work on the next piece of her costume.

The skull-like mask of bolted and forged metal, the face of Doom, would watch her as she worked...


End file.
